Knight-Swift Transportation Holdings Inc

Below are highlights of certain information in this proxy statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete proxy statement and our 2023 Annual Report before you vote. References to the “Company”, “we,” “us,” or “our” refer to Knight-Swift Transportation Holdings Inc.

Annual Meeting Details

How to Cast Your Vote

The deadline for voting online or by telephone is 11:59 p.m. Eastern Time on May 13, 2024. If you vote by mail, your proxy card must be received before the Annual Meeting.

Beneficial owners, who own shares through a bank, brokerage firm, or similar organization, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet as provided by the bank, broker or other organization. If you own shares in different accounts, or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote in person at the Annual Meeting. Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible.

See the “Questions and Answers About the Proxy Materials and Annual Meeting” section for more details.

By submitting your proxy (either by signing and returning the enclosed proxy card, by voting electronically on the Internet or by telephone), you authorize Adam Miller, our Chief Executive Officer (“CEO"), and Andrew Hess, our Chief Financial Officer (“CFO”), to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Also, they may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.

A Notice of Internet Availability of Proxy Materials (the “Internet Notice”) will first be mailed on or about April 4, 2024, to stockholders of record of our common stock at the close of business on March 18, 2024 (the "Record Date"). The Internet Notice will instruct you as to how you may access and review the proxy materials. Our Annual Report to Stockholders for the fiscal year ended December 31, 2023 (our “2023 Annual Report”), this proxy statement, and the proxy card, which collectively comprise our “proxy materials,” are first being made available on April 4, 2024 to stockholders of record as of March 18, 2024.

The information included in this proxy statement should be reviewed in conjunction with the consolidated financial statements, notes to consolidated financial statements, reports of our independent registered accounting firm, and other information included in our 2023 Annual Report. A copy of our 2023 Annual Report will be made available free of charge on the Annual Reports section of our corporate website at www.knight-swift.com. Except to the extent it is incorporated by specific reference, our 2023 Annual Report is not incorporated into this proxy statement and is not considered to be a part of the proxy-soliciting materials.

Voting Matters and Board Recommendations