Knight-Swift Transportation Holdings Inc.·4/A

Mar 24, 2:07 PM ET

Miller Adam W 4/A

4/A · Knight-Swift Transportation Holdings Inc. · Filed Mar 24, 2026

Research Summary

AI-generated summary of this filing

Updated

Knight‑Swift CEO Adam W. Miller Exercises RSUs; Shares Withheld

What Happened

  • Adam W. Miller, CEO and director of Knight‑Swift Transportation (KNX), had restricted stock units (RSUs) convert to Class A common stock on January 31, 2026. A total of 18,513 RSUs vested (6,134 + 5,709 + 6,670).
  • To cover tax withholding, 8,131 shares were withheld and disposed of at $55.10 per share, generating $448,018 in tax withholdings. The filings show the derivative units converted (transaction code M) and the share withholding to satisfy tax liability (transaction code F). Several derivative entries list $0.00 as the disposition price, reflecting the conversion/cancellation of the RSU awards.

Key Details

  • Transaction date: January 31, 2026; Form 4 filed (amended) March 24, 2026 — the filing was amended and appears late relative to the transaction date.
  • Shares vested/converted: 6,134; 5,709; and 6,670 = 18,513 total.
  • Shares withheld for taxes: 2,764; 2,475; and 2,892 = 8,131 shares at $55.10 each = $448,018 total.
  • Footnotes: RSUs convert 1-for-1 to Class A common stock (F1). Vesting schedules referenced (F2–F4) indicate staged vesting across Jan 31 of 2025–2028 for the grants. Filing amended (F5) to reflect a joint account held by Adam Wayne Miller and Nichole A. Miller (JTWROS).
  • Shares owned after the transaction are not specified in the provided excerpt.

Context

  • This was not an open‑market sale for cash gain but a tax‑withholding transaction upon RSU vesting (a common, administrative step when awards vest). The derivative/RSU entries (M) show conversion to stock; the F entries show shares withheld to satisfy tax obligations.
  • Because the Form 4 was amended and filed well after the Jan 31 vesting date, regulators or investors may note the late/amended filing, but the economic event reported is routine compensation vesting rather than an investment decision.

Insider Transaction Report

Form 4/AAmended
Period: 2026-01-31
Miller Adam W
DirectorCEO
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1][F5]
    2026-01-31+6,134175,574 total(indirect: By Spouse)
  • Tax Payment

    Class A Common Stock

    [F5]
    2026-01-31$55.10/sh2,764$152,296172,810 total(indirect: By Spouse)
  • Exercise/Conversion

    Class A Common Stock

    [F1][F5]
    2026-01-31+5,709178,519 total(indirect: By Spouse)
  • Tax Payment

    Class A Common Stock

    [F5]
    2026-01-31$55.10/sh2,475$136,373176,044 total(indirect: By Spouse)
  • Exercise/Conversion

    Class A Common Stock

    [F1][F5]
    2026-01-31+6,670182,714 total(indirect: By Spouse)
  • Tax Payment

    Class A Common Stock

    [F5]
    2026-01-31$55.10/sh2,892$159,349179,822 total(indirect: By Spouse)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F2]
    2026-01-316,1340 total
    From: 2026-01-31Class A Common Stock (6,134 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F3]
    2026-01-315,7095,883 total
    From: 2026-01-31Class A Common Stock (5,709 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-01-316,67013,545 total
    From: 2026-01-31Class A Common Stock (6,670 underlying)
Footnotes (5)
  • [F1]Restricted stock units convert to Class A Common Stock on a one-for-one basis.
  • [F2]The remaining stock units vested on January 31, 2026. Stock is issued when and as vested.
  • [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.
  • [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.
  • [F5]Amended to reflect joint account held by Adam Wayne Miller and Nichole A Miller JTWROS (joint with rights of survivorship).
Signature
James Brophy / Attorney in Fact|2026-03-24

Documents

1 file
  • 4
    primary_doc.xml

    PRIMARY DOCUMENT