Knight-Swift Transportation Holdings Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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FY2025 · Filed Feb 19, 2026
KNX$62.11+1.1%Stored close · as of Nov 10, 2026
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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 | 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 |
| 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 |
| 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 |
| 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.
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