What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 57 added, 83 removed, 221 unchanged (39% of the section changed)

52 unchanged sentences

The information required under this Item 10 is hereby incorporated by reference to the information set forth under the captions "Proposal No.

Election of Directors," "Management," "Delinquent Section 16(a) Reports," "The Board of Directors and Corporate Governance — Code of Business Conduct and Ethics," "The Board of Directors and Corporate Governance — Nomination of Director Candidates," and "The Board of Directors and Corporate Governance — Board Committees" in the Company's definitive proxy statement for its 2020 Annual Meeting of Stockholders to be filed with the SEC.

Election of Directors," "Management," "The Board of Directors and Corporate Governance — Code of Business Conduct and Ethics," "The Board of Directors and Corporate Governance — Nomination of Director Candidates," and "The Board of Directors and Corporate Governance — Board Committees" in the Company's definitive proxy statement for its 2021 Annual Meeting of Stockholders to be filed with the SEC.

EXECUTIVE COMPENSATION

6 unchanged sentences

The previous 2014 stock plan was amended and restated to rename the plan and for other administrative changes relating to the 2017 Merger.

The terms of the 2014 Stock Plan, as amended and restated, remain substantially the same as the previous 2014 stock plan.

The 2014 Stock Plan was again amended and restated in 2020 to increase the number of shares of common stock available for issuance and extended the term of the 2014 Stock Plan, as well as to amend certain provisions to comply with best practices.

Other terms of the 2014 Stock Plan, as amended and restated, remain substantially the same as the previous 2014 stock plan and first amended and restated stock plan.

The 2014 Stock Plan, as amended and restated, permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors.

7 unchanged sentences

The following table represents securities authorized for issuance under the Company's stock plans at December 31, 2020:

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category:

1 unchanged sentence

Equity compensation plans not approved by security holders — — —

Total 2,576,544 $ 29.45 6,577,542

Column (a) includes 2,273,568 shares of Knight-Swift common stock underlying outstanding restricted stock units and performance units.

11 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

List of documents filed as a part of this Form 10-K:

(a) List of documents filed as a part of this Form 10-K:

(1) See the Consolidated Financial Statements included in Item 8 hereof.

(2) Financial Statement Schedules are omitted since the required information is not present or is not present in the amounts sufficient to require submission of a schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.

Exhibit Number

Page or Method of Filing

Exhibit Number Description Page or Method of Filing

Agreement and Plan of Merger, dated as of April 9, 2017, by and among Swift Transportation Company, Bishop Merger Sub, Inc., and Knight Transportation, Inc.

Incorporated by reference to Exhibit 2.1 of Form 8-K filed on April 13, 2017

Restated Certificate of Incorporation of Knight-Swift Transportation Holdings Inc.

Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended September 30, 2018

Fourth Amended and Restated Certificate of Incorporation of Knight-Swift Transportation Holdings Inc.

Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended June 30, 2020

Second Amended and Restated By-laws of Knight-Swift Transportation Holdings Inc.

9 unchanged sentences

Knight Transportation, Inc.

Form of Restricted Stock Grant Agreement - Amended and Restated 2003 Stock Option and Equity Compensation Plan or 2012 Equity Compensation Plan

Incorporated by reference to Exhibit 10.4 to Knight's Report on Form 10-K for the year ended December 31, 2012

Knight Transportation, Inc.

Form of Restricted Stock Unit Grant Agreement - Amended and Restated 2003 Stock Option and Equity Compensation Plan or 2012 Equity Compensation Plan

Incorporated by reference to Exhibit 10.6 to Knight's Report on Form 10-K for the year ended December 31, 2012

Knight Transportation, Inc.

Form of Stock Option Grant Agreement - Amended and Restated 2003 Stock Option and Equity Compensation Plan or 2012 Equity Compensation Plan

1 unchanged sentence

Knight Transportation, Inc.

Form of Director's Compensatory Restricted Stock Grant Agreement - Amended and Restated 2015 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.1 to Knight's Report on Form 10-Q for the quarter ended June 30, 2015

Knight Transportation, Inc.

Amended and Restated 2015 Omnibus Incentive Plan

3 unchanged sentences

Incorporated by reference to Appendix B of Knight's Definitive Proxy Statement on Schedule 14A filed April 10, 2009

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number

Page or Method of Filing

Swift Transportation Company 2007 Omnibus Incentive Plan, effective October 10, 2007, as amended and restated on December 15, 2010

7 unchanged sentences

333-168257 filed on July 22, 2010

Swift Transportation Company Form of Restricted Stock Unit Award Agreement - 2007 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.1 of Form 8-K filed on February 28, 2013

Swift Transportation Company Form of Option Award Notice - 2007 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.2 of Form 8-K filed on February 28, 2013

Swift Transportation Company Form of Performance Unit Award Agreement - 2007 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.3 of Form 8-K filed on February 28, 2013

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

Swift Transportation Company Form of Restricted Stock Grant Award Notice - 2014 Omnibus Incentive Plan

12 unchanged sentences

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2015

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number

Page or Method of Filing

Third Amendment to Amended and Restated Receivables Purchase Agreement by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated December 10, 2015

8 unchanged sentences

Incorporated by reference to Exhibit 10.26 of Form 10-K for the year ended December 31, 2018

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

Stockholders Agreement, dated as of April 9, 2017 among Swift Transportation Company, Jerry Moyes, Vickie Moyes, Jerry and Vickie Moyes Family Trust Dated 12/11/87, an Arizona grantor trust, LynDee Moyes Nester, Michael Moyes, and the Persons that may join from time to time

17 unchanged sentences

Knight-Swift Transportation Holdings Inc.

Amended and Restated 2014 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.40 of Form 10-K for the year ended December 31, 2017

Second Amended and Restated 2014 Omnibus Incentive Plan

Incorporated by reference to Appendix B of Definitive Proxy Statement on Schedule 14A field on April 9, 2020

Knight-Swift Transportation Holdings Inc.

3 unchanged sentences

Incorporated by reference to Exhibit 10.42 of Form 10-K for the year ended December 31, 2017

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number

Page or Method of Filing

Fourth Amendment to Amended and Restated Receivables Purchase Agreement, by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated July 11, 2018

8 unchanged sentences

Incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2019

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

Form of RSU Award Notice 2019 (Share Settled)

Filed herewith

Incorporated by reference to Exhibit 10.42 of Form 10-K for the year ended December 31, 2019

Form of Relative PU Award Notice 2019 (Share Settled)

Filed herewith

Incorporated by reference to Exhibit 10.43 of Form 10-K for the year ended December 31, 2019

Form of Target PU Award Notice 2019 (Share Settled)

Filed herewith

Incorporated by reference to Exhibit 10.44 of Form 10-K for the year ended December 31, 2019

Form of RSU Award Notice 2019 (Cash Settled)

Filed herewith

Incorporated by reference to Exhibit 10.45 of Form 10-K for the year ended December 31, 2019

Form of Relative PU Award Notice 2019 (Cash Settled)

Filed herewith

Incorporated by reference to Exhibit 10.46 of Form 10-K for the year ended December 31, 2019

Form of Target PU Award Notice 2019 (Cash Settled)

Incorporated by reference to Exhibit 10.47 of Form 10-K for the year ended December 31, 2019

First Amendment to the Knight-Swift Transportation Holding Inc.

Amended and Restated 2012 Employee Stock Purchase Plan

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2020

Form of RSU Award Notice 2020

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2020

First Amendment to Credit Facility , dated October 2, 2020

Filed herewith

Form of Target PU Award Notice 2020 (Share Settled)

Filed herewith

Subsidiaries of Knight-Swift Transportation Holdings Inc.

15 unchanged sentences

Furnished herewith

Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed herewith

XBRL Taxonomy Extension Schema Document

Filed herewith

XBRL Taxonomy Calculation Linkbase Document

Filed herewith

XBRL Taxonomy Extension Definition Document

Filed herewith

XBRL Taxonomy Label Linkbase Document

Filed herewith

XBRL Taxonomy Presentation Linkbase Document

Filed herewith

Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith

XBRL Taxonomy Extension Schema Document Filed herewith

XBRL Taxonomy Calculation Linkbase Document Filed herewith

XBRL Taxonomy Extension Definition Document Filed herewith

XBRL Taxonomy Label Linkbase Document Filed herewith

XBRL Taxonomy Presentation Linkbase Document Filed herewith

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number

Page or Method of Filing

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith

Exhibit Number Description Page or Method of Filing

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

10 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature and Title

February 27, 2020

/s/ Michael Garnreiter

February 27, 2020

Michael Garnreiter

President, Chief Executive Officer, and Director

Signature and Title Date Signature and Title Date

Jackson February 25, 2021 /s/ Michael Garnreiter February 25, 2021

Jackson Michael Garnreiter

President, Chief Executive Officer, and Director Director

(Principal Executive Officer)

February 27, 2020

/s/ Robert Synowicki, Jr.

Miller February 25, 2021 /s/ Robert Synowicki, Jr.

February 25, 2021

Robert Synowicki, Jr.

Chief Financial Officer

Miller Robert Synowicki, Jr.

Chief Financial Officer Director

(Principal Financial Officer)

February 27, 2020

/s/ David Vander Ploeg

February 27, 2020

David Vander Ploeg

Flanagan February 25, 2021 /s/ David Vander Ploeg February 25, 2021

Flanagan David Vander Ploeg

Chief Accounting Officer

(Principal Accounting Officer)

February 27, 2020

/s/ Kathryn Munro

February 27, 2020

Kathryn Munro

Executive Chairman

February 27, 2020

/s/ Roberta Roberts Shank

February 27, 2020

Roberta Roberts Shank

Executive Vice Chairman

Knight February 25, 2021 /s/ Kathryn Munro February 25, 2021

Knight Kathryn Munro

Executive Chairman Director

Knight February 25, 2021 /s/ Roberta Roberts Shank February 25, 2021

Knight Roberta Roberts Shank

Executive Vice Chairman Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures