Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this annual report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), including controls and procedures to timely alert management to material information relating to Knight-Swift Transportation Holdings Inc. and subsidiaries required to be included in our periodic SEC filings. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There has been no significant change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our CEO and CFO, management conducted an evaluation of the Company's internal control over financial reporting as of December 31, 2025. In making this evaluation, management used the criteria in Internal Control - Integrated Framework, issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management concluded that its internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of internal control over financial reporting as of December 31, 2025 was audited by Grant Thornton LLP, the independent registered public accounting firm that also audited the Company's consolidated financial statements included in this Annual Report on Form 10-K. Grant Thornton LLP's report on the Company's internal control over financial reporting is included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Knight-Swift Transportation Holdings Inc.
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, 2025, 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, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 19, 2026 expressed an unqualified opinion on those financial statements.
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 (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
February 19, 2026
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ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2025, 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
Not applicable.
PART III
ITEM 10. 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 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 2026 Annual Meeting of Stockholders to be filed with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this Item 11 is hereby incorporated by reference to the information set forth under the captions "Executive Compensation," "Compensation Committee Interlocks and Insider Participation," and "Compensation Committee Report" in the Company's definitive proxy statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Plan Information
2014 Stock Plan — Currently, the 2014 Stock Plan, as amended and restated, is the Company’s only compensatory stock-based incentive 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.
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.
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The following table represents securities authorized for issuance under the Company's stock plans at December 31, 2025:
Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category: (a) (b) (c)
Equity compensation plans approved by security holders 1,753,768 $ — 4,385,037
Equity compensation plans not approved by security holders — — —
Total 1,753,768 $ — 4,385,037
Column (a) includes 1,753,768 shares of Knight-Swift common stock underlying outstanding restricted stock units and performance units. Because there is no exercise price associated with such awards, such equity awards are not included in the weighted-average exercise price calculation in column (b).
Columns (a) and (b) pertain to the 2014 Stock Plan. No amounts related to the 2012 ESPP are included in columns (a) or (b). Column (c) includes 3,776,916 shares available for issuance under the 2014 Stock Plan and 608,121 shares available for issuance under the 2012 ESPP.
Other information required under this Item 12 is hereby incorporated by reference to the information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive proxy statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required under this Item 13 is hereby incorporated by reference to the information set forth under the captions "Relationships and Related Party Transactions," "The Board of Directors and Corporate Governance — Composition of Board," "The Board of Directors and Corporate Governance — Board Leadership Structure," and "The Board of Directors and Corporate Governance — Board Committees" in the Company's definitive proxy statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required under this Item 14 is hereby incorporated by reference to the information set forth under the caption "Audit and Non-Audit Fees" in the Company's definitive proxy statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) List of documents filed as a part of this Form 10-K:
(1) See the Consolidated Financial Statements included in Item 8 hereof.
(2) Financial Statement Schedules are omitted since the required information is not present or is not present in the amounts sufficient to require submission of a schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
(b) Exhibits
Exhibit Number Description Page or Method of Filing
2.1*
Agreement and Plan of Merger, dated as of April 9, 2017, by and among Swift Transportation Company, Bishop Merger Sub, Inc., and Knight Transportation, Inc.
Incorporated by reference to Exhibit 2.1 of Form 8-K filed on April 13, 2017
2.2
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
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
4.1
Description of the Registrant’s Securities
Incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2024
10. 1 **
Knight Transportation, Inc. 2012 Equity Compensation Plan
Incorporated by reference to Appendix A to Knight's Definitive Proxy Statement on Schedule 14A filed April 6, 2012.
10. 2 **
Knight Transportation, Inc. Form of Stock Option Grant Agreement - Amended and Restated 2003 Stock Option and Equity Compensation Plan or 2012 Equity Compensation Plan
Incorporated by reference to Exhibit 10.5 to Knight's Report on Form 10-K for the year ended December 31, 2012
10.3**
Swift Transportation Co., Inc. Retirement Plan, effective January 1, 1992, amended and restated on January 1, 2007
Incorporated by reference to Exhibit 10.7 to Form S-1 Registration Statement No. 333-168257 filed on July 22, 2010
10.4**
Swift Transportation Company Form of Restricted Stock Grant Award Notice - 2014 Omnibus Incentive Plan
Incorporated by reference to Exhibit 10.13 of Form 10-K for the year ended December 31, 2015
10.5**
Swift Transportation Company Form of Restricted Stock Unit Award Notice - 2014 Omnibus Incentive Plan
Incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2015
10.6**
Swift Transportation Company Form of Non-Qualified Stock Option Award Notice - 2014 Omnibus Incentive Plan
Incorporated by reference to Exhibit 10.15 of Form 10-K for the year ended December 31, 2015
10.7**
Swift Transportation Company Form of Performance Unit Award Notice - 2014 Omnibus Incentive Plan
Incorporated by reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 2015
10.8**
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
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Exhibit Number Description Page or Method of Filing
10.9**
First Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated
Incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended March 31, 2016
10.10** **
Second Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated
Incorporated by reference to Exhibit 10.25 of Form 10-K for the year ended December 31, 2018
10.11**
Third Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated
Incorporated by reference to Exhibit 10.26 of Form 10-K for the year ended December 31, 2018
10.12
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
Incorporated by reference to Exhibit 10.3 of Form 8-K filed on April 13, 2017
10.13
Stockholders Agreement, dated as of April 9, 2017, among Swift Transportation Company, Gary J. Knight, The Gary J. Knight Revocable Living Trust dated May 19, 1993, as amended, and the Persons that may join from time to time
Incorporated by reference to Exhibit 10.4 of Form 8-K filed on April 13, 2017
10.14
Stockholders Agreement, dated as of April 9, 2017, among Swift Transportation Company, Kevin P. Knight, The Kevin and Sydney Knight Revocable Living Trust dated March 25, 1994, as amended, and the Persons that may join from time to time
Incorporated by reference to Exhibit 10.5 of Form 8-K filed on April 13, 2017
10.15
Letter Agreement, dated as of April 9, 2017, by and between Swift Transportation Company and Jerry Moyes
Incorporated by reference to Exhibit 10.6 of Form 8-K filed on April 13, 2017
10.16**
Swift Transportation Company Form of Restricted Stock Unit Award Notice (Executive) - 2014 Omnibus Incentive Plan
Incorporated by reference to Exhibit 10.2 of Form 8-K filed on May 31, 2017
10.17**
Swift Transportation Company Form of Restricted Stock Unit Award Notice (Standard) - 2014 Omnibus Incentive Plan
Incorporated by reference to Exhibit 10.3 of Form 8-K filed on May 31, 2017
10.18**
Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan
Incorporated by reference to Exhibit 10.39 of Form 10-K for the year ended December 31, 2017
10.19**
Knight-Swift Transportation Holdings Inc. Second Amended and Restated 2014 Omnibus Incentive Plan
Incorporated by reference to Appendix B of Definitive Proxy Statement on Schedule 14A field on April 9, 2020
10.20**
First Amendment to the Knight-Swift Transportation Holding Inc. Amended and Restated 2012 Employee Stock Purchase Plan
Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2020
10.21**
Form of RSU Award Notice
Incorporated by reference to Exhibit 10.29 of Form 10-K for the year ended December 31, 2024
10.22**
Form of Target Performance Unit Award Notice (2022)
Incorporated by reference to Exhibit 10.30 of Form 10-K for the year ended December 31, 2024
10.23**
Form of Relative Performance Unit Award Notice (2022)
Incorporated by reference to Exhibit 10.31 of Form 10-K for the year ended December 31, 2024
10.24**
Form of Target Performance Unit Award Notice (2023)
Incorporated by reference to Exhibit 10.32 of Form 10-K for the year ended December 31, 2024
10.25**
Form of Relative Performance Unit Award Notice (2023)
Incorporated by reference to Exhibit 10.33 of Form 10-K for the year ended December 31, 2024
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Exhibit Number Description Page or Method of Filing
10.26**
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
10.27**
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
10.28
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
10.29
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
10.30
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
10.31
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
10.32
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
10.33
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
19.1
Knight-Swift Securities Trading Policy
Incorporated by reference to Exhibit 19.1 of Form 10-K for the year ended December 31, 2024
21.1
Subsidiaries of Knight-Swift Transportation Holdings Inc.
Filed herewith
23.1
Consent of Grant Thornton
Filed herewith
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 Adam W. Miller, 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 Andrew Hess, 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 Adam W. Miller, 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 Andrew Hess, the Company's Chief Financial Officer
Furnished herewith
97.1
Knight-Swift Transportation Holdings Inc. Clawback Policy
Incorporated by reference to Exhibit 97.1 of Form 10-K for the year ended December 31, 2023
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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
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
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the SEC a supplemental copy of any omitted schedule upon request by the SEC.
** Management contract or compensatory plan, contract, or arrangement.
ITEM 16. 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
By: /s/ Adam W. Miller
Adam W. Miller
Chief Executive Officer
in his capacity as such and on behalf of the registrant
February 19, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature and Title Date Signature and Title Date
/s/ Adam W. Miller February 19, 2026 /s/ Michael Garnreiter February 19, 2026
Adam W. Miller Michael Garnreiter
Chief Executive Officer and Director Director
(Principal Executive Officer)
/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)
/s/ Cary M. Flanagan February 19, 2026 /s/ Kathryn Munro February 19, 2026
Cary M. Flanagan Kathryn Munro
Chief Accounting Officer
Director
(Principal Accounting Officer)
/s/ Kevin P. Knight February 19, 2026 /s/ Roberta Roberts Shank February 19, 2026
Kevin P. Knight Roberta Roberts Shank
Executive Chairman Director
/s/ Gary J. Knight February 19, 2026 /s/ Louis Hobson February 19, 2026
Gary J. Knight Louis Hobson
Executive Vice Chairman Director
/s/ Reid B. Dove February 19, 2026 /s/ Amy Boerger February 19, 2026
Reid B. Dove Amy Boerger
Director Director
/s/ Jessica Powell February 19, 2026 /s/ Douglas Col February 19, 2026
Jessica Powell Douglas Col
Director Director
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