Knight-Swift Transportation Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Item 15. Exhibits and Financial Statement Schedules
| 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* | 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 |
| 2.3 | 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 | Filed herewith |
| 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** | 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 |
| 10.4** | 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 |
| 10.5** | 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 |
| 10.6** | 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 |
| 10.7** | 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 |
| Exhibit Number | Description | Page or Method of Filing |
| 10.8** | 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 |
| 10.9** | 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 |
| 10.10 | 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 |
| 10.11 | 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 |
| 10.12 | 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 |
| 10.13 | 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 |
| 10.14** | 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 |
| 10.15** | 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 |
| 10.16** | 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 |
| 10.17** | 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 |
| 10.18 | 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 |
| 10.19 | 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 |
| Exhibit Number | Description | Page or Method of Filing |
| 10.20 | 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 |
| 10.21 | 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 |
| 10.22** | 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 |
| 10.23** | 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 |
| 10.24** | 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 |
| 10.25** | 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 |
| 10.26** | 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 |
| 10.27 | 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 |
| 10.28 | 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 |
| 10.29** | 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 |
| 10.30** | 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 |
| 10.31** | 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 |
| 10.32** | 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 |
| 10.33** | 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 |
| 10.34** | 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 |
| 10.35** | 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 |
| Exhibit Number | Description | Page or Method of Filing |
| 10.36** | 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 |
| 10.37** | 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 |
| 10.38** | 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 |
| 10.39** | 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 |
| 10.40** | Form of RSU Award Notice 2020 | Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2020 |
| 10.41** | 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 |
| 10.42 | 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 |
| 10.43 | 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 |
| 10.44** | 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 |
| 10.45 | 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 |
| 10.46 | 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 |
| 10.47 | 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 |
| 10.48 | 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 |
| Exhibit Number | Description | Page or Method of Filing |
| 10.49* | 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 |
| 10.50 | 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 |
| 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 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 |
| 97.1 | 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 |
- 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.
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