Item 5. Other Information
ITEM 5. OTHER INFORMATION
None.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
ITEM 6. EXHIBITS
Exhibit
Number Description Page or Method of Filing
2.1*
Agreement and Plan of Merger, dated as of March 20, 2023, by and among Knight-Swift Transportation Holdings Inc., U.S. Xpress Enterprises, Inc, and Liberty Merger Sub Inc.*
Incorporated by reference to Exhibit 2.1 of Form 8-K filed on March 21, 2023
3.1
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
3.2
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
10.1
Rollover Agreement, dated March 20, 2023, by and among Knight-Swift Transportation Holdings Inc., Liberty Holdings Topco LLC, Max L. Fuller, William Eric Fuller, and each of the other Stockholders set forth on Schedule A thereto
Incorporated by reference to Exhibit 99.1 of the Form 8-K filed on March 21, 2023
10.2
Form of Amended and Restated Limited Liability Company Agreement of Liberty Holdings Topco LLC
Incorporated by reference to Exhibit 99.2 of the Form 8-K filed on March 21, 2023
10.3
Irrevocable Proxy and Agreement, dated March 20, 2023, by and among each Stockholder of U.S. Xpress Enterprises, Inc. set forth on Schedule A thereto and U.S. Xpress Enterprises, Inc.
Incorporated by reference to Exhibit 99.3 of the Form 8-K filed on March 21, 2023
31.1
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 David A. Jackson, the Company's Chief Executive Officer (principal executive officer).
Filed herewith
31.2
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. Miller, the Company's Chief Financial Officer (principal financial officer).
Filed herewith
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Jackson, the Company's Chief Executive Officer.
Furnished herewith
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Financial Officer.
Furnished herewith
101.INS
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL
XBRL Taxonomy Calculation Linkbase Document Filed herewith
101.LAB
XBRL Taxonomy Label Linkbase Document Filed herewith
101.PRE
XBRL Taxonomy Presentation Linkbase Document Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Document Filed herewith
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. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Date: May 3, 2023 /s/ David A. Jackson
David A. Jackson
Chief Executive Officer and President, in his capacity as
such and on behalf of the registrant
Date: May 3, 2023 /s/ Adam W. Miller
Adam W. Miller
Chief Financial Officer, in his capacity as such and on
behalf of the registrant
55
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.