What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 38 added, 18 removed, 260 unchanged (18% of the section changed)

20 unchanged sentences

Grant Thornton LLP's report on the Company's internal control over financial reporting is included herein.

In July 2021, we completed the ACT Acquisition.

For further discussion of the ACT Acquisition, refer to Note 4 in Part II, Item 8.

We are in the process of evaluating the existing controls and procedures of ACT and integrating ACT in our disclosure controls and procedures and internal control over financial reporting.

SEC guidance permits companies to exclude acquisitions from their assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred, and our management has elected to exclude ACT from its assessment.

ACT constituted 14.0% and 6.0% of our consolidated total assets and consolidated revenues, respectively, as of and for the year ended December 31, 2021.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

We have audited the internal control over financial reporting of Knight-Swift Transportation Holdings Inc.

(an Arizona corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

(a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

1 unchanged sentence

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

5 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of AAA Cooper Transportation ("ACT"), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 14 and 6 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

As indicated in Management’s Report, ACT was acquired during 2021.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of ACT.

Definition and limitations of internal control over financial reporting

11 unchanged sentences

OTHER INFORMATION

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

12 unchanged sentences

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.

Legacy Plans — In connection with the 2017 Merger, the registered securities under the Knight Amended and Restated 2003 Stock Option Plan, the Knight 2012 Equity Compensation Plan, the Knight Amended and Restated 2015 Omnibus Incentive Plan, and the Swift 2007 Omnibus Incentive Plan (collectively, the "Legacy Plans") were deregistered.

As such, no future awards may be granted under these Legacy Plans.

Outstanding awards granted under the Legacy Plans were assumed by the combined company and continue to be governed by such Legacy Plans until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated.

2012 ESPP — In 2012, Swift's board of directors adopted, and its stockholders approved, the 2012 ESPP.

Pursuant to the 2012 ESPP, the Co mpany is authorized to issue shares of its common stock to eligible employees who participate in the plan.

The 2012 ESPP was amended and restated in January 2018 to be a Knight-Swift plan, thus permitting Knight employees to participate in the plan in addition to Swift employees.

The terms and definitions of the amended and restated 2012 ESPP remain substantially the same as the original 2012 ESPP.

2012 ESPP — The 2012 ESPP, as amended, authorized the Company to issue shares of its common stock to eligible employees who participate in the plan.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

The following table represents securities authorized for issuance under the Company's stock plans at December 31, 2021:

23 unchanged sentences

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

Stock Purchase Agreement, dated as of July 5, 2021, by and among AAA Cooper Transportation, the Stockholders of AAA Cooper Transportation, Knight-Swift Transportation Holdings Inc., and Reid B.

Dove, in his capacity as Sellers’ Representative

Incorporated by reference to Exhibit 2 .

2 of Form 10-Q for the quarter ended September 30, 2021

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.

Incorporated by reference to Exhibit 3.2 of Form 8-K filed on November 15, 2018

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

Incorporated by reference to Exhibit 3.1 of Form 8-K filed on February 9, 2022

Description of the Registrant’s Securities

24 unchanged sentences

333-168257 filed on July 22, 2010

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

Table of Contents Glossary of Terms

1 unchanged sentence

Exhibit Number Description Page or Method of Filing

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 Restricted Stock Grant Award Notice - 2014 Omnibus Incentive Plan

82 unchanged sentences

First Amendment to Credit Facility, dated October 2, 2020

Filed herewith

Incorporated by reference to Exhibit 10.45 of form 10-K for the year ended December 31, 2020

Form of Target PU Award Notice 2020 (Share Settled)

Filed herewith

Incorporated by reference to Exhibit 10.46 of form 10-K for the year ended December 31, 2020

Fifth 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 April 23, 2021.

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2021

Credit Agreement, dated as of July 6, 2021, by and among Knight-Swift Transportation Holdings Inc.

and Bank of America, N.A.

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2021

Credit Agreement, dated as of September 3, 2021, by and among Knight-Swift Transportation Holdings Inc., the lenders thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, and Wells Fargo Bank, National Association and PNC Bank National Association, as Co-Syndication Agents

Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2021

Subsidiaries of Knight-Swift Transportation Holdings Inc.

4 unchanged sentences

Filed herewith

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Adam W.

15 unchanged sentences

XBRL Taxonomy Presentation Linkbase Document Filed herewith

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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

31 unchanged sentences

Executive Vice Chairman Director

Dove February 24, 2022 /s/ Louis Hobson February 24, 2022

Dove Louis Hobson

Director 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