STOCK TITAN

Knight-Swift (KNX) CAO exercises 7,369 RSU shares and withholds 1,722 for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. Executive Vice President and Chief Accounting Officer Cary M. Flanagan reported routine equity compensation activity involving restricted stock units on May 31, 2026. He exercised derivative awards to acquire a total of 7,369 shares of Class A Common Stock as units vested and converted one-for-one into shares.

To cover tax obligations associated with these vestings, a total of 1,722 shares of Class A Common Stock were withheld at a price of $75.63 per share, reported as tax-withholding dispositions rather than open-market sales. Following these transactions, Flanagan directly holds 7,058 shares of Class A Common Stock. The filing also notes that each restricted stock unit grants a contingent right to receive one share of Knight-Swift Class A Common Stock, with multiple grants vesting in five equal annual installments beginning on various May 31 dates.

Positive

  • None.

Negative

  • None.
Insider Flanagan Cary M
Role Exec VP and CAO
Type Security Shares Price Value
Exercise Restricted Stock Units 356 $0.00 --
Exercise Restricted Stock Units 594 $0.00 --
Exercise Restricted Stock Units 728 $0.00 --
Exercise Restricted Stock Units 1,047 $0.00 --
Exercise Restricted Stock Units 1,141 $0.00 --
Exercise Restricted Stock Units 3,503 $0.00 --
Exercise Class A Common Stock 356 $0.00 --
Tax Withholding Class A Common Stock 159 $75.63 $12K
Exercise Class A Common Stock 594 $0.00 --
Tax Withholding Class A Common Stock 265 $75.63 $20K
Exercise Class A Common Stock 728 $0.00 --
Tax Withholding Class A Common Stock 324 $75.63 $25K
Exercise Class A Common Stock 1,047 $0.00 --
Tax Withholding Class A Common Stock 466 $75.63 $35K
Exercise Class A Common Stock 1,141 $0.00 --
Tax Withholding Class A Common Stock 508 $75.63 $38K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock — 7,217 shares (Direct, null)
Footnotes (1)
  1. Restricted stock units convert to Class A Common Stock on a one-for-one basis. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2022. Stock is issued when and as vested. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2023. Stock is issued when and as vested. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2024. Stock is issued when and as vested. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2025. Stock is issued when and as vested. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2026. Stock is issued when and as vested. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2027. Stock is issued when and as vested Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.
RSU exercises 7,369 shares Total derivative exercises reported in transactionSummary
Tax-withholding shares 1,722 shares Shares withheld to satisfy tax liabilities
Tax-withholding price $75.63 per share Price used for F-code tax-withholding dispositions
Post-transaction holdings 7,058 shares Class A Common Stock directly held after transactions
Exercise events 6 transactions Number of derivative exercises in transactionSummary
Tax-withholding events 5 transactions Number of F-code tax-withholding dispositions
Restricted Stock Units financial
"The restricted stock unit grant vests in five equal annual installments..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Class A Common Stock financial
"Restricted stock units convert to Class A Common Stock on a one-for-one basis."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share..."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Flanagan Cary M

(Last)(First)(Middle)
SWIFT TRANSPORTATION COMPANY
2200 SOUTH 75TH AVENUE

(Street)
PHOENIX ARIZONA 85043

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Knight-Swift Transportation Holdings Inc. [ KNX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Exec VP and CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/31/2026M356A(1)7,217D
Class A Common Stock05/31/2026F159D$75.637,058D
Class A Common Stock05/31/2026M594A(1)7,652D
Class A Common Stock05/31/2026F265D$75.637,387D
Class A Common Stock05/31/2026M728A(1)8,115D
Class A Common Stock05/31/2026F324D$75.637,791D
Class A Common Stock05/31/2026M1,047A(1)8,838D
Class A Common Stock05/31/2026F466D$75.638,372D
Class A Common Stock05/31/2026M1,141A(1)9,513D
Class A Common Stock05/31/2026F508A$75.639,005D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/31/2026M356 (2) (2)Class A Common Stock356$00D
Restricted Stock Units(1)05/31/2026M594 (3) (3)Class A Common Stock594$0594D
Restricted Stock Units(1)05/31/2026M728 (4) (4)Class A Common Stock728$01,455D
Restricted Stock Units(1)05/31/2026M1,047 (5) (5)Class A Common Stock1,047$03,140D
Restricted Stock Units(1)05/31/2026M1,141 (6) (6)Class A Common Stock1,141$04,567D
Restricted Stock Units(8)05/31/2026M3,503 (7) (7)Class A Common Stock3,503$03,503D
Explanation of Responses:
1. Restricted stock units convert to Class A Common Stock on a one-for-one basis.
2. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2022. Stock is issued when and as vested.
3. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2023. Stock is issued when and as vested.
4. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2024. Stock is issued when and as vested.
5. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2025. Stock is issued when and as vested.
6. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2026. Stock is issued when and as vested.
7. The restricted stock unit grant vests in five equal annual installments beginning May 31, 2027. Stock is issued when and as vested
8. Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.
James Brophy / Attorney in Fact06/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Cary M. Flanagan report at Knight-Swift (KNX)?

Cary M. Flanagan reported routine equity compensation activity, exercising restricted stock units into Class A Common Stock and having shares withheld to cover taxes. These transactions reflect vesting and settlement of awards rather than open-market purchases or sales by the executive.

How many Knight-Swift (KNX) shares did Cary M. Flanagan acquire through exercises?

Flanagan exercised derivative awards to acquire 7,369 shares of Knight-Swift Class A Common Stock. These shares came from restricted stock units converting one-for-one into common shares as they vested according to the company’s multi-year vesting schedules.

How many Knight-Swift (KNX) shares were withheld for taxes in this Form 4?

A total of 1,722 shares of Knight-Swift Class A Common Stock were withheld to satisfy tax obligations. These dispositions, reported at $75.63 per share, represent tax-withholding events, not open-market sales, and are typical of restricted stock unit vesting.

What is Cary M. Flanagan’s Knight-Swift (KNX) shareholding after these transactions?

After the reported exercises and tax-withholding dispositions, Flanagan directly holds 7,058 shares of Knight-Swift Class A Common Stock. This reflects his post-transaction ownership position as disclosed in the Form 4’s non-derivative securities table.

How do Knight-Swift (KNX) restricted stock units reported here vest and convert?

The restricted stock units vest in five equal annual installments beginning on specified May 31 dates, such as May 31, 2022 and later years. As each installment vests, stock is issued, with each unit converting into one share of Knight-Swift Class A Common Stock.

Are the Knight-Swift (KNX) Form 4 transactions open-market trades?

No, the filing shows derivative exercises and tax-withholding dispositions, not open-market trades. Exercises are conversions of restricted stock units into shares, while F-code entries reflect shares withheld to pay taxes associated with those vesting events.