What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 65 added, 37 removed, 255 unchanged (29% 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 2023, we completed the U.S.

Xpress Acquisition.

For further discussion of the U.S.

Xpress Acquisition, refer to Note 4 in Part II, Item 8.

We are in the process of evaluating the existing controls and procedures of U.S.

Xpress and integrating U.S.

Xpress 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 U.S.

Xpress from its assessment.

Xpress constituted 14.0% and 12.8% of our consolidated total assets and consolidated revenues, respectively, as of and for the year ended December 31, 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

Opinion on internal control over financial reporting

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

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

We have audited the internal control over financial reporting of Company (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, 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, 2023, 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.

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 (“Management’s Report”).

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 U.S.

Xpress Enterprises, Inc.

Xpress”), a subsidiary, whose financial statements reflect total assets and revenues constituting 14.0 and 12.8 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

As indicated in Management’s Report, U.S.

Xpress was acquired during 2023.

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

Definition and limitations of internal control over financial reporting

5 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

/s/ GRANT THORNTON LLP

4 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2023, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

7 unchanged sentences

Equity Plan Information

Before the 2017 Merger, Knight and Swift granted stock-based awards under their respective stock-based compensation plans, discussed below.

2014 Stock Plan — Currently, the 2014 Stock Plan, as amended and restated, is the Company’s only compensatory stock-based incentive plan.

36 unchanged sentences

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

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

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

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

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

Incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 12, 2023

Description of the Registrant’s Securities

12 unchanged sentences

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

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

Incorporated by reference to Exhibit 10.5 of Form 10-K for the year ended December 31, 2010

Swift Corporation Form of Option Award Notice – 2007 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.6 to Form S-1 Registration Statement No.

333-168257 filed on July 22, 2010

Swift Transportation Co., Inc.

2 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

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

2 unchanged sentences

Incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2015

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

Swift Transportation Company Form of Non-Qualified Stock Option Award Notice - 2014 Omnibus Incentive Plan

18 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

4 unchanged sentences

Incorporated by reference to Exhibit 10.4 of Form 8-K filed on April 13, 2017

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, Kevin P.

28 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)

4 unchanged sentences

Incorporated by reference to Exhibit 10.44 of Form 10-K for the year ended December 31, 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 (Cash Settled)

13 unchanged sentences

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

3 unchanged sentences

Sixth 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 October 3, 2022

Incorporated by reference to Exhibit 10.49 of form 10-K for the year ended December 31, 2022

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 10.1 of Form 10-Q for the quarter ended March 31, 2023

Form of Amended and Restated Limited Liability Company Agreement of Liberty Holdings Topco LLC

Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended March 31, 2023

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 10.3 of Form 10-Q for the quarter ended March 31, 2023

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

Credit Agreement, dated as of June 22, 2023, by and among Knight-Swift Transportation Holdings Inc., the Lender referred to therein, Bank of America, N.A., as Administrative Agent, and PNC Bank National Association and Wells Fargo Bank, National Association as Lenders and Co-Syndication Agents

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2023

Seventh 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 October 23, 2023

Filed herewith

1 unchanged sentence

Filed herewith

Consent of Grant Thornton LLP

Consent of Grant Thornton

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 David A.

12 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

Knight-Swift Transportation Holdings Inc.

Clawback Policy

Filed 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 Filed herewith

101.SCH XBRL Taxonomy Extension Schema Document Filed herewith

101.CAL XBRL Taxonomy Calculation Linkbase Document Filed herewith

101.DEF XBRL Taxonomy Extension Definition Document Filed herewith

101.LAB XBRL Taxonomy Label Linkbase Document Filed herewith

101.PRE XBRL Taxonomy Presentation Linkbase Document Filed herewith

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

34 unchanged sentences

Director Director

/s/ Jessica Powell February 23, 2023

Jessica Powell

/s/ Jessica Powell February 22, 2024 /s/ Amy Boerger February 22, 2024

Jessica Powell Amy Boerger

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