Knight-Swift Transportation Holdings Inc.

Note 12 — Accounts Receivable Securitization

2025 RPA —On December 31, 2025, the Company entered into the 2025 RPA. The 2025 RPA replaced the Restated Receivables Purchase Agreement dated June 14, 2013, and last amended by the Eight Amendment on October 1, 2025 ("2025 RSA").

As part of the 2025 RPA, the Company's receivable originator subsidiaries sell without recourse, on a continuous revolving basis, all of rights, title, and interest of their eligible pool of accounts receivable generated in the ordinary course of business ("Eligible Receivables") to Swift Receivables Company II, LLC ("SRCII"), a wholly-owned bankruptcy remote entity. As of December 31, 2025, the Company's Eligible Receivables generally have high credit quality, as determined by the obligor's corporate credit rating. Upon the transfer of the Eligible Receivables to SRCII, the Eligible Receivables are legally isolated from the Company. SRCII in turn sells, assigns, and transfers on a revolving basis its rights, title and interest in and to certain of the Eligible Receivables ("Sold Receivables") on an invoice-by-invoice basis, including all related security and collections with respect to the Sold Receivables to the various unaffiliated third-party financial institutions (the "Purchasers") in exchange for cash. The maximum facility capacity of the 2025 RPA is $575.0 million. Upon entry in the 2025 RPA, the Company sold approximately $478.2 million in Sold Receivables to the Purchasers. The Company continues to service the Sold Receivables from the customers, including collection services, but retains no interest in the Sold Receivables, and remits payment to the Purchasers. As cash is collected on Sold Receivables, the Company’s available capacity under 2025 RPA increases, and the Company typically sells additional receivables to the Purchasers.

The sale of the Sold Receivables to the Purchasers qualifies for sale accounting treatment in accordance with ASC 860 – Transfers and Servicing and the associated receivables are derecognized from the Company’s consolidated balance sheet at the time of the sale. Cash receipts from the Purchasers at the time of the sale are classified as operating activities in our consolidated statement of cash flows. The remaining Eligible Receivables not sold and held by SRCII ("Unsold Receivables") were $60.4 million as of December 31, 2025 and are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheet. Subsequent cash collections of the Unsold Receivables are classified as operating activities in our consolidated statement of cash flows.

The 2025 RPA contains guarantees of payment, not collection by SRCII to the Purchasers ("Guaranteed Obligations"), which are collateralized by the Unsold Receivables. As of December 31, 2025, the fair value of the Guaranteed Obligations was $5.6 million and included in "Accrued liabilities" in the consolidated balance sheets.

The Company incurred program and yield fees due to the Purchasers related to the Sold Receivables, which are recorded in "Miscellaneous operating expense" in the consolidated statements of comprehensive income. No fees were incurred in 2025 due to the entry into the 2025 RPA on December 31, 2025. In addition, the 2025 RPA includes various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type.

The following table summarizes the key terms of the 2025 RPA (dollars in thousands):

1 The commitment fee rates are based on the percentage of the maximum facility capacity utilized.

2 As identified within the 2025 RPA, the Purchasers can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

As of December, 31 2025, availability under the 2025 RPA was calculated as follows:

2025 RSA —On October 1, 2025, the Company entered into the 2025 RSA which further amended the 2023 RSA. As noted above, the 2025 RSA was replaced by the 2025 RPA on December 31, 2025. The 2025 RSA, among other things, extended the maturity date to October 2, 2028 and removed the 10 basis point SOFR Adjustment within the 2023 RSA. The 2025 RSA was a secured borrowing that was collateralized by the Company's eligible receivables, for which the Company was the servicing agent. The Company's receivable originator subsidiaries sold, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII who in turn sold a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables were included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets.

The 2025 RSA was subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. Collections on the underlying receivables by the Company were held for the benefit of SRCII and the various purchasers and were unavailable to satisfy claims of the Company and its subsidiaries.

The following table summarizes the key terms of the 2025 RSA (dollars in thousands):

1 The accordion option increases the maximum borrowing capacity, subject to participation by the purchasers.

2 The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized.

3 As identified within the 2025 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

As of December, 31 2024, availability under the 2023 RSA, which was subsequently replaced by the 2025 RSA on October 1, 2025, was calculated as follows:

1 As of December 31, 2024, outstanding borrowings are included in "Accounts receivable securitization – current portion" in the consolidated balance sheets and are offset by $0.2 million of deferred loan costs. Interest accrued on the aggregate principal balance of the 2023 RSA at a rate of 5.5%, as of December 31, 2024.

Program fees and unused commitment fees under the 2025 RSA and 2023 RSA are recorded in "Interest expense" in the consolidated statements of comprehensive income. The Company's accounts receivable securitization under the 2025 RSA and 2023 RSA incurred program fees of $23.7 million in 2025, $28.9 million in 2024, and $24.8 million in 2023.

Refer to Note 21 for information regarding the fair value of the 2023 RSA.