What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 50 added, 87 removed, 233 unchanged (37% 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

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Opinion on internal control over financial reporting

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”).

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, 2024, 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, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

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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

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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

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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," "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 2024 Annual Meeting of Stockholders to be filed with the SEC.

The information required under this Item 10 is hereby incorporated by reference to the information set forth under the captions "Proposal One:

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," "The Board of Directors and Corporate Governance — Board Committees," and "The Board of Directors and Corporate Governance — Securities Trading Policy" in the Company's definitive proxy statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC.

EXECUTIVE COMPENSATION

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

The previous 2014 stock plan replaced Swift's 2007 Omnibus Incentive Plan when it was adopted by Swift's board of directors in March 2014 and then approved by the Swift stockholders in May 2014.

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

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.

46 unchanged sentences

Incorporated by reference to Exhibit 10.5 to Knight's Report on Form 10-K for the year ended December 31, 2012

Knight Transportation, Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Incorporated by reference to Exhibit 99.1 to Knight's Report on Form 8-K filed on April 29, 2015

Knight Transportation, Inc.

Amended and Restated 2003 Stock Option and Equity Compensation Plan

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

Swift Transportation Co., Inc.

6 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

2 unchanged sentences

Incorporated by reference to Exhibit 10.16 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

Amended and Restated Receivables Purchase Agreement by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers from time to time party thereto, the various Related Committed Purchasers from time to time party thereto, the various Purchase Agents from time to time party thereto, the various LC Participants from time to time party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated June 14, 2013

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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.

3 unchanged sentences

Incorporated by reference to Exhibit 10.6 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

Swift Transportation Company Form of Restricted Stock Unit Award Notice (Executive) - 2014 Omnibus Incentive Plan

8 unchanged sentences

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

Knight-Swift Transportation Holdings Inc.

Form of Restricted Stock Unit Award Notice - 2014 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.41 of Form 10-K for the year ended December 31, 2017

Third Omnibus Amendment and Consent, by and among the Originators party thereto, Knight-Swift Transportation Holdings Inc., as successor by merger with Swift Transportation Company, Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the Conduit Purchasers party thereto, the Related Committed Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto and PNC Bank, National Association, as LC Bank and as administrator

2 unchanged sentences

Incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2018

Form of RSU Award Notice 2018 (Share Settled)

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2019

Form of PU Award Notice 2018 (Share Settled)

Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2019

Form of RSU Award Notice 2018 (Cash Settled)

Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2019

Form of PU Award Notice 2018 (Cash Settled)

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

Form of RSU Award Notice 2019 (Share Settled)

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)

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)

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)

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)

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.

1 unchanged sentence

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

Form of Target PU Award Notice 2020 (Share Settled)

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.

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

Form of Senior Executive RSU Award Notice 2022

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2022

Form of RSU Award Notice

Filed herewith

Form of Target Performance Unit Award Notice (2022)

Filed herewith

Form of Relative Performance Unit Award Notice (2022)

Filed herewith

Form of Target Performance Unit Award Notice (2023)

Filed herewith

Form of Relative Performance Unit Award Notice (2023)

Filed herewith

Form of Target Performance Unit Award Notice (2024)

Filed herewith

Form of Relative Performance Unit Award Notice (2024)

Filed herewith

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

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

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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

1 unchanged sentence

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

Incorporated by reference to Exhibit 10.50 of Form 10-K for the year ended December 31, 2023

Severance Agreement and Release by and between David A.

Jackson and Knight-Swift Transportation Holdings Inc., dated as of March 8, 2024

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2024

First Amendment to Credit Agreement, dated as of August 6, 2024, by and among Knight-Swift Transportation Holdings Inc., the lenders thereto, 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 September 30, 2024

Knight-Swift Securities Trading Policy

Filed herewith

3 unchanged sentences

Filed herewith

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

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)

Miller, the Company's Chief Executive Officer (principal executive officer)

Filed herewith

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 Andrew Hess, the Company's Chief Financial Officer (principal financial officer)

Filed herewith

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Adam W.

Miller, the Company's Chief Executive Officer

Furnished herewith

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Andrew Hess, the Company's Chief Financial Officer

Furnished herewith

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Clawback Policy

Filed herewith

Incorporated by reference to Exhibit 97.1 of Form 10-K for the year ended December 31, 2023

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

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

President and Chief Executive Officer

Chief Executive Officer

in his capacity as such and on behalf of the registrant

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Signature and Title Date Signature and Title Date

Jackson February 22, 2024 /s/ Michael Garnreiter February 22, 2024

Jackson Michael Garnreiter

President, Chief Executive Officer, and Director Director

Miller February 20, 2025 /s/ Michael Garnreiter February 20, 2025

Miller Michael Garnreiter

Chief Executive Officer and Director Director

(Principal Executive Officer)

Miller February 22, 2024 /s/ Robert Synowicki, Jr.

/s/ Andrew Hess February 20, 2025 /s/ Robert Synowicki, Jr.

February 20, 2025

Miller Robert Synowicki, Jr.

Andrew Hess Robert Synowicki, Jr.

Chief Financial Officer Director

17 unchanged sentences

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