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Knight-Swift (KNX) CEO Adam Miller converts RSUs, withholds shares for taxes

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. CEO Adam W. Miller, who is also a director, reported multiple equity compensation transactions dated January 31, 2026. Several blocks of restricted stock units (RSUs) vested and were converted one-for-one into Class A common stock, including 6,134, 5,709, and 6,670 RSUs.

To cover tax withholding on these vestings, Miller had shares of Class A common stock withheld or disposed of at $55.10 per share, in amounts such as 2,764, 2,475, and 2,892 shares, leaving updated direct holdings after each transaction line. The filing also reports 169,440 Class A shares held indirectly through a trust.

Positive

  • None.

Negative

  • None.
Insider Miller Adam W
Role CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 6,134 $0.00 $0.00
Exercise Restricted Stock Units 5,709 $0.00 $0.00
Exercise Class A Common Stock 6,670 $0.00 $0.00
Exercise Class A Common Stock 6,134 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 2,764 $55.10 $152K
Exercise Class A Common Stock 5,709 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 2,475 $55.10 $136K
Exercise Class A Common Stock 6,670 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 2,892 $55.10 $159K
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 5,883 shares (Direct); Class A Common Stock — 23,927 shares (Direct); Class A Common Stock — 169,440 shares (Indirect, Trust)
Footnotes (4)
  1. F1. Restricted stock units convert to Class A Common Stock on a one-for-one basis.
  2. F2. The remaining stock units vested on January 31, 2026. Stock is issued when and as vested.
  3. F3. The restricted stock units vest as follows: 33% on January 31, 2025; 33% on January 31, 2026; and 34% on January 31, 2027. Stock is issued when and as vested.
  4. F4. The restricted stock units vest as follows: 33% on January 31, 2026; 33% on January 31, 2027; and 34% on January 31, 2028. Stock is issued when and as vested.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did KNX CEO Adam W. Miller report on January 31, 2026?
Adam W. Miller reported RSU vestings and related share activity on January 31, 2026. Several restricted stock unit grants converted into Class A common stock, with shares then withheld or disposed of at $55.10 per share to satisfy tax obligations, updating his direct share holdings.

How many Knight-Swift (KNX) restricted stock units vested for Adam W. Miller?
The filing shows RSU conversions of 6,134, 5,709, and 6,670 units into Class A common stock. Footnotes state restricted stock units convert to common shares on a one-for-one basis, and stock is issued when and as the units vest under the specified vesting schedules.

At what price were Knight-Swift (KNX) shares withheld or sold for taxes in this Form 4?
Shares of Class A common stock were disposed of or withheld at $55.10 per share in connection with vested RSUs. These transactions, coded “F,” reflect shares used to satisfy tax withholding obligations tied to the equity awards on January 31, 2026.

What is the vesting schedule for Adam W. Miller’s Knight-Swift RSUs?
One RSU grant vested fully on January 31, 2026, with stock issued as vested. Other grants vest 33% on January 31, 2025 and 2026, and 34% on January 31, 2027, or 33% on January 31, 2026 and 2027, and 34% on January 31, 2028.

How many Knight-Swift (KNX) shares does Adam W. Miller hold indirectly through a trust?
The Form 4 reports 169,440 shares of Knight-Swift Class A common stock held indirectly. These shares are listed under indirect ownership with the nature of ownership described as “Trust,” separate from Miller’s directly held shares.

What roles does Adam W. Miller hold at Knight-Swift Transportation (KNX)?
Adam W. Miller is identified as both a director and an officer of Knight-Swift Transportation Holdings Inc., holding the title of CEO. The Form 4 is filed as a single reporting person reflecting his beneficial ownership and related transactions.
SEC Form 4
FORM 4 UNITED 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*
Miller Adam W
(Last) (First) (Middle)
2002 W WAHALLA LN
(Street)
PHOENIX AZ 85027
(City) (State) (Zip)
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/31/2026 M 6,134 A (1) 6,134 D
Class A Common Stock 01/31/2026 F 2,764 D $55.1 3,370 D
Class A Common Stock 01/31/2026 M 5,709 A (1) 9,079 D
Class A Common Stock 01/31/2026 F 2,475 D $55.1 6,604 D
Class A Common Stock 01/31/2026 M 6,670 A (1) 13,274 D
Class A Common Stock 01/31/2026 F 2,892 D $55.1 10,382 D
Class A Common Stock 169,440 I Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 01/31/2026 M 6,134 01/31/2026 (2) Class A Common Stock 6,134 $0 0 D
Restricted Stock Units (1) 01/31/2026 M 5,709 01/31/2026 (3) Class A Common Stock 5,709 $0 5,883 D
Class A Common Stock (1) 01/31/2026 M 6,670 01/31/2026 (4) Class A Common Stock 6,670 $0 13,545 D
Explanation of Responses:
1. Restricted stock units convert to Class A Common Stock on a one-for-one basis.
2. The remaining stock units vested on January 31, 2026. Stock is issued when and as vested.
3. The restricted stock units vest as follows: 33% on January 31, 2025; 33% on January 31, 2026; and 34% on January 31, 2027. Stock is issued when and as vested.
4. The restricted stock units vest as follows: 33% on January 31, 2026; 33% on January 31, 2027; and 34% on January 31, 2028. Stock is issued when and as vested.
James Brophy / Attorney in Fact 02/03/2026
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR