Form 8-K

8-K — Knight-Swift Transportation Holdings Inc.

Accession: 0001492691-26-000051

Filed: 2026-06-04

Period: 2026-06-03

CIK: 0001492691

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — knx-20260603.htm (Primary)

EX-99.1 — PRESS RELEASE DATE JUNE 4 2026 (exhibit99106042026.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________________________

Delaware 001-35007 20-5589597

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2002 West Wahalla Lane

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock $0.01 Par Value KNX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Retirement of Mr. Kevin Knight; Appointment of Mr. David Vander Ploeg as Chair of the Board

On June 3, 2026, Mr. Kevin Knight resigned as Executive Chairman of the Board of Directors (the “Board”) and member of the Board of Knight-Swift Transportation Holdings Inc. (the “Company”), effective June 3, 2026 (the “Effective Date”). Mr. Knight’s resignation was not the result of any disagreement with the Company regarding operations, policies or practices.

The Board appointed David Vander Ploeg as Chair of the Board effective upon Mr. Knight’s resignation. Mr. Vander Ploeg has served as the Lead Independent Director of the Board since May 2023 and is a member of the Board’s Executive Committee, Audit Committee and Compensation Committee and chairs the Board’s Nominating and Corporate Governance Committee.

Retirement and Consulting Agreement with Mr. Kevin Knight

On June 4, 2026, the Company and Mr. Knight entered into a Retirement and Consulting Agreement (the “Agreement”) pursuant to which Mr. Knight will continue to provide consulting and other services to the Company for 24 months following the Effective Date. Additionally, Mr. Knight agreed in the Agreement to certain non-solicitation, non-interference, non-competition, confidentiality and mutual non-disparagement obligations with respect to the Company and its affiliates.

The Agreement provides that, in consideration of the consulting services, releases and covenants in the Agreement, as well as the forfeiture of all unvested equity awards held by Mr. Knight as of the Effective Date, Mr. Knight will be entitled to (i) a fee of $20.25 million, with $10.125 million payable on June 12, 2026 and $10.125 million payable in equal monthly installments over the 24-month period following the Effective Date; (ii) payment by the Company of certain premiums for continuation coverage of medical benefits, subject to conditions; and (iii) reimbursement of certain attorneys’ fees and costs incurred in connection with the negotiation and execution of the Agreement.

ITEM 7.01 REGULATION FD DISCLOSURE

On June 4, 2026, the Company issued a press release announcing Mr. Knight’s retirement from the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Description

Exhibit 99.1

Press release, dated June 4, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in Items 7.01 and 9.01 of this Current Report, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Knight-Swift Transportation Holdings Inc.

(Registrant)

Date: June 4, 2026 /s/ Andrew Hess

Andrew Hess

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATE JUNE 4 2026

EX-99.1

Filename: exhibit99106042026.htm · Sequence: 2

Document

Exhibit 99.1

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

ANNOUNCES RETIREMENT OF KEVIN KNIGHT

PHOENIX, ARIZONA — Knight-Swift Transportation Holdings Inc. (NYSE: KNX) (the "Company" or "Knight-Swift") announced today that Kevin P. Knight, one of the founders of Knight Transportation, former Chief Executive Officer from 1994 to 2014 and Executive Chairman of the board of directors, is retiring from the Company. This milestone follows a long and distinguished career including consequential leadership roles at each of Swift Transportation and Knight Transportation, and later at Knight-Swift Transportation following a highly successful 2017 merger of the two companies. The Board of Directors has appointed Lead Independent Director David Vander Ploeg as Chairman, effective June 3rd. Mr. Knight has agreed to continue serving the Company as a consultant for a period of two years following his retirement as Executive Chairman.

Mr. Knight commented, "I am humbled when I reflect on what we have built together and where our company stands today. There is so much to be proud of, and even more to be grateful for when I consider all of the family, coworkers, customers, suppliers, partners, and other stakeholders who have been part of our brands’ shared success, especially our driving associates, whose professionalism and dedication have helped make that success possible. As I have been approaching this transition in recent years, I knew this bridge would have to be crossed at some point. For me, our merger with Knight and Swift was our greatest collective achievement. The reunification of the Swift and Knight families, combined with timing, diligence, operational improvements, and significant financial returns, enabled us to achieve everything that followed. I am deeply grateful to everyone whom I have had the opportunity to work with."

Adam Miller, Chief Executive Officer of Knight-Swift, said: "It cannot be overstated what Kevin has meant to our company, so many of our leaders, including myself, and so many more within our industry. Our leaders do not take lightly the trust placed in us to continue building on such a distinguished foundation. I am just one of many who are deeply grateful for all Kevin has done for us, personally and professionally over the years. The culture Kevin helped instill which prioritizes safety, operational excellence, and financial discipline is deeply rooted and will continue to mark our efforts to take Knight-Swift to new heights."

About Knight-Swift

Knight-Swift is one of North America's largest and most diversified freight transportation companies providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

Contact: Adam Miller, CEO, Andrew Hess, CFO, or Brad Stewart, Treasurer and SVP - (602) 606-6349

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