What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 29 added, 57 removed, 226 unchanged (28% of the section changed)

90 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

Agreement and Plan of Merger, dated as of March 20, 2023, by and among Knight-Swift Transportation Holdings, Inc., U.S.

6 unchanged sentences

Description of the Registrant’s Securities

Filed herewith

Incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2024

Knight Transportation, Inc.

16 unchanged sentences

Incorporated by reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 2015

Swift Transportation Company Deferred Compensation Plan, as amended and restated

Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended March 31, 2016

Table of Contents Glossary of Terms

1 unchanged sentence

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

Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2013

First 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 September 25, 2013

Incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2015

Second 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 March 31, 2015

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

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

Incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2015

Swift Transportation Company Deferred Compensation Plan, as amended and restated

Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended March 31, 2016

First Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated

15 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

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

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

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

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

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

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 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

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

Incorporated by reference to Exhibit 10.29 of Form 10-K for the year ended December 31, 2024

Form of Target Performance Unit Award Notice (2022)

Filed herewith

Incorporated by reference to Exhibit 10.30 of Form 10-K for the year ended December 31, 2024

Form of Relative Performance Unit Award Notice (2022)

Filed herewith

Incorporated by reference to Exhibit 10.31 of Form 10-K for the year ended December 31, 2024

Form of Target Performance Unit Award Notice (2023)

Filed herewith

Incorporated by reference to Exhibit 10.32 of Form 10-K for the year ended December 31, 2024

Form of Relative Performance Unit Award Notice (2023)

Filed herewith

Incorporated by reference to Exhibit 10.33 of Form 10-K for the year ended December 31, 2024

Table of Contents Glossary of Terms

1 unchanged sentence

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

Form of Target Performance Unit Award Notice (2024)

Incorporated by reference to Exhibit 10.34 of Form 10-K for the year ended December 31, 2024

Form of Relative Performance Unit Award Notice (2024)

Incorporated by reference to Exhibit 10.35 of Form 10-K for the year ended December 31, 2024

Rollover Agreement, dated March 20, 2023, by and among Knight-Swift Transportation Holdings Inc., Liberty Holdings Topco LLC, Max L.

8 unchanged sentences

Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended March 31, 2023

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

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.

1 unchanged sentence

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

Credit Agreement, dated as of July 8, 2025, 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 PNC Capital Markets, LLC and Wells Fargo Bank, National Association, as Co-Syndication Agents

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2025

Knight-Swift Securities Trading Policy

Receivables Purchase Agreement, dated as of December 31, 2025, by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various purchasers party thereto, the various purchaser agents party thereto, and PNC Bank, National Association as administrator

Filed herewith

Knight-Swift Securities Trading Policy

Incorporated by reference to Exhibit 19.1 of Form 10-K for the year ended December 31, 2024

Subsidiaries of Knight-Swift Transportation Holdings Inc.

11 unchanged sentences

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.

4 unchanged sentences

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

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Exhibit Number Description Page or Method of Filing

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

22 unchanged sentences

(Principal Executive Officer)

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

February 20, 2025

Andrew Hess Robert Synowicki, Jr.

/s/ Andrew Hess February 19, 2026 /s/ David Vander Ploeg February 19, 2026

Andrew Hess David Vander Ploeg

Chief Financial Officer Director

(Principal Financial Officer)

Flanagan February 20, 2025 /s/ David Vander Ploeg February 20, 2025

Flanagan David Vander Ploeg

Flanagan February 19, 2026 /s/ Kathryn Munro February 19, 2026

Flanagan Kathryn Munro

Chief Accounting Officer

(Principal Accounting Officer)

Knight February 20, 2025 /s/ Kathryn Munro February 20, 2025

Knight Kathryn Munro

Executive Chairman Director

Knight February 19, 2026 /s/ Roberta Roberts Shank February 19, 2026

Knight Roberta Roberts Shank

Executive Chairman Director

Knight February 19, 2026 /s/ Louis Hobson February 19, 2026

Knight Louis Hobson

Executive Vice Chairman Director

Dove February 20, 2025 /s/ Louis Hobson February 20, 2025

Dove Louis Hobson

Dove February 19, 2026 /s/ Amy Boerger February 19, 2026

Dove Amy Boerger

Director Director

/s/ Jessica Powell February 20, 2025 /s/ Amy Boerger February 20, 2025

Jessica Powell Amy Boerger

/s/ Jessica Powell February 19, 2026 /s/ Douglas Col February 19, 2026

Jessica Powell Douglas Col

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