Knight-Swift Transportation Holdings Inc.

Current report

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 2031 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Current report

We may not have the ability to raise the funds necessary to settle conversions of our 2031 Notes or to repurchase our 2031 Notes upon a fundamental change, and our 2025 Debt Agreement contains, and any future debt may also contain, limitations on our ability to pay cash upon conversion or repurchase of our 2031 Notes.

Current report

Holders of our 2031 Notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their 2031 Notes upon the occurrence of a fundamental change (as defined in the 2031 Notes Indenture) at a fundamental change repurchase price equal to 100% of the principal amount of our 2031 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon any conversion of our 2031 Notes, we will be required to make cash payments for each $1,000 in principal amount of our 2031 Notes converted of at least the lesser of $1,000 and the sum of the daily conversion values as described in the 2031 Notes Indenture. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of our 2031 Notes surrendered therefor or pay cash with respect to our 2031 Notes being converted. In addition, the 2025 Debt Agreement prohibits us from making any cash payments on the conversion or repurchase of our 2031 Notes if an event of default exists thereunder, making any cash payments upon a fundamental change or if, after giving effect to such conversion or repurchase (and any additional indebtedness incurred in connection with such conversion or a repurchase), we would not be in pro forma compliance with our financial covenants under that facility. Our ability to repurchase our 2031 Notes or to pay cash upon conversions of our 2031 Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase our 2031 Notes at a time when the repurchase is required by the 2031 Notes Indenture or to pay any cash payable on future conversions of our 2031 Notes as required by the 2031 Notes Indenture would constitute a default under the 2031 Notes Indenture. A default under the 2031 Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase our 2031 Notes or make cash payments upon conversions thereof.

Current report

The conditional conversion feature of our 2031 Notes, if triggered, may adversely affect our financial condition and operating results.

Current report

In the event the conditional conversion feature of our 2031 Notes is triggered, holders of our 2031 Notes will be entitled to convert their notes at any time during specified periods at their option. If one or more holders elect to convert their notes, we would be required to settle any converted principal amount of such notes through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of our 2031 Notes as a current rather than long-term liability, which would result in a material reduction of our working capital.

Current report

Conversion of our 2031 Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

Current report

The conversion of some or all of our 2031 Notes may dilute the ownership interests of our stockholders. Upon conversion of our 2031 Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of our 2031 Notes being converted. If we elect to settle the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of our 2031 Notes being converted in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of our 2031 Notes may encourage short selling by market participants because the conversion of our 2031 Notes could be used to satisfy short positions, or anticipated conversion of our 2031 Notes into shares of our common stock could depress the price of our common stock.

Current report

Changes in the accounting method for convertible debt securities that may be settled in cash, such as our 2031 Notes, could adversely affect our reported financial condition and results.

Current report

The accounting method for reflecting our 2031 Notes on our balance sheet, accruing interest expense for our 2031 Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

Current report

In August 2020, the Financial Accounting Standards Board published ASU 2020-06, which simplifies certain of the accounting standards that apply to convertible notes. In accordance with ASU 2020-06, our 2031 Notes are reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of our 2031 Notes, net of issuance costs. The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of our 2031 Notes. As a result of this amortization, the interest expense that we expect to recognize for our 2031 Notes for accounting purposes will be greater than the cash interest payments we will pay on our 2031 Notes, which will result in lower reported net income.

Current report

In addition, the shares of our common stock underlying our 2031 Notes are reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06. Under that method, diluted earnings per share generally are calculated assuming that all of our 2031 Notes were converted into cash and shares of common stock at the beginning of the reporting period based on the average market price of common stock determined in accordance with applicable accounting rules, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.

Current report

Furthermore, if any of the conditions to the convertibility of our 2031 Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of our 2031 Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital.

Current report

Certain provisions in the 2031 Notes Indenture may delay or prevent an otherwise beneficial takeover attempt of us.

Current report

Certain provisions in the 2031 Notes Indenture may make it more difficult or expensive for a third party to acquire us. For example, the 2031 Notes Indenture will require us, subject to limited exceptions, to repurchase our 2031 Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its 2031 Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase our 2031 Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

Current report

The 2026 Capped Calls may affect the value of our common stock.

Current report

In connection with the issuance of our 2031 Notes, we entered into the 2026 Capped Calls with the option counterparties (the “option counterparties”). The 2026 Capped Calls cover, subject to customary adjustments substantially similar to those applicable to our 2031 Notes, the number of shares of our common stock initially underlying our 2031 Notes. The 2026 Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of our 2031 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

Current report

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of our 2031 Notes and prior to the maturity of our 2031 Notes (and are likely to do so during any observation period related to a conversion of our 2031 Notes or, to the extent we exercise the relevant election under the 2026 Capped Calls, following any repurchase or redemption of our 2031 Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock.

Current report

We are subject to counterparty risk with respect to the 2026 Capped Calls.

Current report

The option counterparties are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their obligations under the 2026 Capped Calls. Our exposure to the credit risk of the option counterparties will not be secured by any collateral.

Current report

Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the 2026 Capped Calls. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the 2026 Capped Calls with such option counterparty. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may suffer adverse tax consequences or more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Current report

In addition, the terms of the 2026 Capped Calls may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. The 2026 Capped Calls may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the 2026 Capped Calls.