Every material Form 8-K Knight-Swift has filed with the SEC since March 14, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Knight-Swift's board declared a quarterly cash dividend of $0.20 per share, payable December 21, 2026 to holders of record on December 7, 2026. The board also appointed Richard Howard as a director effective November 4, 2026, filling a newly added seat, which adds a director with prior truck financing and leadership experience.
Quarterly cash dividend of $0.20 per common share, declared November 5, 2026
Record date December 7, 2026; payment expected December 21, 2026
Richard Howard appointed to the board effective immediately on November 4, 2026, to serve until the 2027 annual meeting
Howard received 357 shares of restricted stock and was named to the Finance and Nominating and Corporate Governance committees
Knight-Swift reported third-quarter 2026 net income attributable to the company of $118.3 million, or $0.72 per diluted share, compared with $0.05 a year earlier. Total revenue rose 14.2% to $2.2 billion, and the company expects fourth-quarter 2026 Adjusted EPS of $0.78 to $0.84. The company also lowered the top of its full-year 2026 net capital expenditure range to $600 million to $625 million from $600 million to $650 million.
GAAP net income attributable to Knight-Swift was $118.3 million, or $0.72 per diluted share, versus $0.05 in Q3 2025; Adjusted EPS was $0.83 versus $0.32.
Total revenue was $2.2 billion, up 14.2%; operating income was $178.7 million versus $50.3 million a year earlier.
Fourth-quarter 2026 Adjusted EPS is expected to range from $0.78 to $0.84.
Full-year 2026 net cash capital expenditures are now expected at $600 million to $625 million, down from $600 million to $650 million.
Knight-Swift reported second quarter 2026 total revenue of $2.1 billion, up 12.6% from a year earlier, with GAAP net income attributable to the company of $43.2 million, or $0.26 per diluted share. Adjusted EPS was $0.63 versus $0.35, and the company guided to Adjusted EPS of $0.71 to $0.77 for the third quarter of 2026.
Total revenue was $2.1 billion, up 12.6%; operating income rose 44.4% to $104.9 million.
GAAP EPS was $0.26 versus $0.21; Adjusted EPS was $0.63 versus $0.35, with Adjusted Operating Income of $151.0 million, up 45.5%.
Third quarter 2026 Adjusted EPS guidance is $0.71 to $0.77.
GAAP results include an $18.2 million severance charge tied to the retirement of the former executive chairman and a $22.8 million mark-to-market expense on U.S. Xpress purchase price obligations.
Kevin Knight resigned as Executive Chairman and director effective June 3, 2026, and the Board appointed Lead Independent Director David Vander Ploeg as Chair. Under a retirement and consulting agreement, Knight will provide consulting services for 24 months for a fee of $20.25 million, and he forfeits all unvested equity awards. The filing says his resignation was not the result of any disagreement with the company.
Kevin Knight resigned as Executive Chairman and Board member effective June 3, 2026; the filing states no disagreement with the company on operations, policies or practices.
David Vander Ploeg, Lead Independent Director since May 2023, was appointed Chair of the Board effective upon Knight's resignation.
Knight's consulting agreement, dated June 4, 2026, provides a $20.25 million fee: $10.125 million payable June 12, 2026, and $10.125 million in monthly installments over 24 months.
Knight forfeits all unvested equity awards as of the effective date and agreed to non-solicitation, non-competition and confidentiality terms.
Knight-Swift completed a private offering of $1.5 billion of 1.00% convertible senior notes due November 15, 2031, including $200 million from an option that the initial purchasers exercised in full. The company plans to use the proceeds to repay term loans and part of its revolving credit line, and it paid about $92.8 million for capped call transactions meant to reduce potential dilution from conversion.
$1.5 billion principal, including $200 million option exercised in full; closed May 8, 2026
Initial conversion price of about $80.11 per share, a 30% premium to the $61.62 close on May 5, 2026
Proceeds to repay $300 million term loan due 2027, $400 million of the 2025 Term Loan A-1, and part of the revolver
Company may not redeem the notes before May 21, 2029
Knight-Swift reported a first-quarter 2026 net loss attributable to the company of $1.3 million, or $(0.01) per diluted share, compared with earnings of $0.19 per share a year earlier. Total revenue rose 1.4% to $1.9 billion, but charges for an adverse arbitration ruling, a Mexico tax decision and severe weather reduced profit. The company guided second-quarter 2026 Adjusted EPS to $0.45 to $0.49.
GAAP net loss attributable to Knight-Swift was $1.3 million, or $(0.01) per diluted share, versus $0.19 per share in Q1 2025.
Adjusted EPS was $0.09, compared with $0.28 in Q1 2025; total revenue was $1.9 billion, up 1.4%.
The quarter included $18.0 million of LTL claims expense tied to an adverse arbitration ruling on a 2022 claim and $4.1 million for a Mexico VAT decision.
Second-quarter 2026 Adjusted EPS guidance is $0.45 to $0.49; full-year 2026 net cash capital expenditures are now $600 million to $650 million, down from $625 million to $675 million.
Knight-Swift lowered its first-quarter 2026 adjusted EPS guidance to $0.08 to $0.10 from the previously announced $0.28 to $0.32. The company attributed the cut to an LTL claims charge, a deferred warehousing project, a Mexico VAT decision, and winter weather and fuel costs. It also introduced second-quarter 2026 adjusted EPS guidance of $0.45 to $0.49, which it said reflects a larger than normal sequential increase.
Q1 2026 adjusted EPS now expected at $0.08 to $0.10, versus a prior expectation of $0.28 to $0.32.
LTL claims development reduced Q1 EPS by $0.08 per share, primarily from a large unfavorable arbitration award on a 2022 incident.
Q1 also absorbed a $0.05 per share warehousing project deferral, a $0.02 per share Mexico VAT decision, and an estimated $0.05 to $0.06 per share from winter weather and fuel prices.
Knight-Swift Transportation Holdings (KNX) disclosed that director Amy Boerger told the company on February 11, 2026 that she will not stand for reelection at its 2026 Annual Meeting of Stockholders. The filing does not state a reason for her decision or name a replacement.
Amy Boerger notified the company on February 11, 2026 that she will not seek reelection as a director.
The change takes effect at the 2026 Annual Meeting of Stockholders.
The company thanked Ms. Boerger for her years of service; the filing names no successor.
Knight-Swift reported a fourth-quarter 2025 net loss attributable to Knight-Swift of $6.8 million, or $(0.04) per diluted share, compared with earnings of $0.43 per share a year earlier. Results included $52.9 million of non-cash impairment charges tied to combining its Abilene truckload brand into Swift, while adjusted EPS fell to $0.31 from $0.36 on revenue of $1.9 billion, down 0.4%.
Q4 2025 total revenue was $1.9 billion, down 0.4% year-over-year; operating income fell 66.1% to $26.5 million
Adjusted EPS was $0.31 versus $0.36 a year earlier; GAAP EPS was $(0.04) versus $0.43
Company guided first-quarter 2026 Adjusted EPS to a range of $0.28 to $0.32
Net cash capital expenditures for full-year 2026 are expected to be $625 million to $675 million
On December 31, 2025, Knight-Swift unit Swift Receivables Company II entered a new receivables purchase agreement with a $575.0 million facility limit, administered by PNC Bank, and used it to repay the remaining borrowings under its prior receivables financing and terminate that agreement. The company expects the change, which treats the arrangement as a sale of receivables rather than a secured financing, to reduce its expenses. The filing also reports that Soumit Roy was named general counsel and corporate secretary on December 31, 2025, succeeding Todd Carlson.
New facility limit for eligible receivables: $575.0 million, entered December 31, 2025
Prior receivables financing agreement, last amended October 1, 2025, was replaced and terminated
Company expects the new structure, treated as a sale of receivables, to reduce its expenses
PNC Bank, National Association is administrator; Soumit Roy named general counsel, reporting to CEO Adam Miller
Knight-Swift announced that General Counsel and Secretary Todd Carlson will retire effective January 1, 2026, and will stay through a transition period. The company also declared a quarterly cash dividend of $0.18 per share and disclosed equity awards and a salary increase for Chief Financial Officer Andrew Hess, with the awards tied to performance from 2026 through 2028.
Todd Carlson, General Counsel and Secretary, retires effective January 1, 2026, and will remain with the company through the transition period.
Board declared a quarterly cash dividend of $0.18 per share on November 5, 2025, with a record date of December 5, 2025 and payment expected December 22, 2025.
CFO Andrew Hess's base salary increases from $500,000 to $550,000, effective November 8, 2025.
Performance-based stock units cover January 1, 2026 through December 31, 2028, with awards to be granted November 28, 2025.
Knight-Swift reported third quarter 2025 revenue of $1.9 billion, up 2.7% from a year earlier, but GAAP diluted EPS fell to $0.05 from $0.19 after $58.0 million of impairments, a loss contingency and higher claims costs. Adjusted EPS was $0.32 versus $0.34 a year earlier. The company guided fourth quarter 2025 Adjusted EPS to $0.34 to $0.40 and lowered its full-year 2025 net cash capital expenditure range to $475 million to $525 million from $525 million to $575 million.
Total revenue was $1.9 billion, up 2.7%; net income attributable to Knight-Swift was $7.9 million versus $30.5 million a year earlier.
Charges included $34.8 million of impairments, an $11.2 million loss contingency tied to the 2024 exit from the third-party carrier insurance business, and $12.0 million of higher U.S. Xpress claims costs.
Adjusted EPS was $0.32 for the quarter versus $0.34 a year earlier.
Fourth quarter 2025 Adjusted EPS guidance is $0.34 to $0.40; full-year net cash capital expenditures are now expected at $475 million to $525 million.
Knight-Swift reported second-quarter 2025 net income attributable to Knight-Swift of $34.2 million, or $0.21 per diluted share, versus $0.13 a year earlier, on total revenue of $1.9 billion, up 0.8%. The company guided third-quarter Adjusted EPS to $0.36 to $0.42 and lowered its full-year 2025 net capital expenditure range to $525 million to $575 million from $575 million to $625 million.
Operating income was $72.6 million, up 14.4%; Adjusted EPS was $0.35 versus $0.24 a year earlier.
LTL Adjusted Operating Income fell 36.8% year-over-year, driven by start-up costs at new facilities and continued DHE integration costs.
Third-quarter 2025 guidance: Adjusted EPS of $0.36 to $0.42, and LTL revenue excluding fuel surcharge up 20% to 25% year-over-year.
On July 8, 2025, Knight-Swift entered a $2.5 billion unsecured credit facility that replaced its previous $2.3 billion facility and $250 million term loan, which were paid off at closing. The company drew $672.0 million on the new $1.5 billion revolver at closing, and the filing says the new terms are substantially similar to the prior agreement. The change extends debt maturities from September 3, 2026 to 2027 and 2030 for the new facilities.
$2.5 billion unsecured credit facility dated July 8, 2025, with Bank of America as administrative agent.
$672.0 million drawn on the $1.5 billion revolver at closing; revolver and $700.0 million Term Loan A-1 mature July 8, 2030; $300.0 million Term Loan A-2 matures January 8, 2027.
Prior $2.3 billion facility and $250 million term loan repaid using new loan proceeds and $8.4 million of cash on hand.
Interest at SOFR plus 1.55% (revolver and A-1) or SOFR plus 1.425% (A-2) as of closing, with leverage-based pricing grids and covenants on net leverage and interest coverage.
Knight-Swift reported first-quarter 2025 GAAP net income attributable to the company of $30.6 million, or $0.19 per diluted share, versus a loss of $2.6 million a year earlier, on total revenue of $1.8 billion, up 0.1%. The company cut its second-quarter 2025 Adjusted EPS guidance to $0.30 to $0.38 from $0.46 to $0.50 and is not providing third-quarter guidance, citing trade policy uncertainty, which lowers the outlook shareholders had been given.
Q1 2025 GAAP EPS was $0.19 versus $(0.02) in Q1 2024; Adjusted EPS was $0.28 versus $0.12
Total revenue was $1.8 billion, up 0.1%; operating income was $66.7 million, up 224.3%
Q2 2025 Adjusted EPS guidance was lowered to $0.30 to $0.38 from $0.46 to $0.50; no Q3 guidance was given
LTL Adjusted Operating Income fell 26.8% to $17.7 million on start-up costs at new facilities and DHE integration costs
Knight-Swift Transportation Holdings confirmed on April 1, 2025 that director Robert Synowicki, Jr. will not stand for reelection at the Company's 2025 Annual Meeting of Stockholders. The filing does not give a reason for his decision or name a replacement, so shareholders have no information yet on any board changes.
Robert Synowicki, Jr. confirmed his decision to the Company on April 1, 2025.
He will not be standing for reelection at the 2025 Annual Meeting of Stockholders.
The filing does not state a reason for the departure or name a successor.
Knight-Swift Transportation Holdings appointed Douglas Col to its board of directors, effective March 13, 2025, to serve until the 2025 annual meeting of stockholders. The board determined he is independent under NYSE listing standards, and he joined the Finance and Nominating and Corporate Governance committees, which affects board composition rather than company financial results.
Douglas Col, 60, was appointed effective March 13, 2025, and serves until the 2025 annual meeting of stockholders.
He was appointed to the Finance Committee and the Nominating and Corporate Governance Committee.
Col was Executive Vice President and Chief Financial Officer of Saia, Inc. from January 2020 until his retirement in May 2024.
The board determined Col is independent under NYSE listing standards; he will receive compensation under the director program described in the April 4, 2024 proxy statement.
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