KNX Knight-Swift Transportation Holdings Inc. - 8-K

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Retirement of Mr. Kevin Knight; Appointment of Mr. David Vander Ploeg as Chair of the Board

On June 3, 2026, Mr. Kevin Knight resigned as Executive Chairman of the Board of Directors (the “Board”) and member of the Board of Knight-Swift Transportation Holdings Inc. (the “Company”), effective June 3, 2026 (the “Effective Date”). Mr. Knight’s resignation was not the result of any disagreement with the Company regarding operations, policies or practices.

The Board appointed David Vander Ploeg as Chair of the Board effective upon Mr. Knight’s resignation. Mr. Vander Ploeg has served as the Lead Independent Director of the Board since May 2023 and is a member of the Board’s Executive Committee, Audit Committee and Compensation Committee and chairs the Board’s Nominating and Corporate Governance Committee.

Retirement and Consulting Agreement with Mr. Kevin Knight

On June 4, 2026, the Company and Mr. Knight entered into a Retirement and Consulting Agreement (the “Agreement”) pursuant to which Mr. Knight will continue to provide consulting and other services to the Company for 24 months following the Effective Date. Additionally, Mr. Knight agreed in the Agreement to certain non-solicitation, non-interference, non-competition, confidentiality and mutual non-disparagement obligations with respect to the Company and its affiliates.

The Agreement provides that, in consideration of the consulting services, releases and covenants in the Agreement, as well as the forfeiture of all unvested equity awards held by Mr. Knight as of the Effective Date, Mr. Knight will be entitled to (i) a fee of $20.25 million, with $10.125 million payable on June 12, 2026 and $10.125 million payable in equal monthly installments over the 24-month period following the Effective Date; (ii) payment by the Company of certain premiums for continuation coverage of medical benefits, subject to conditions; and (iii) reimbursement of certain attorneys’ fees and costs incurred in connection with the negotiation and execution of the Agreement.

ITEM 7.01

REGULATION FD DISCLOSURE

On June 4, 2026, the Company issued a press release announcing Mr. Knight’s retirement from the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit

Description

Exhibit 99.1

Press release, dated June 4, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in Items 7.01 and 9.01 of this Current Report, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.