knx-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under Sec. 240.14a-12

________________________________________________________________________________________________________________________________

________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.


☐			Fee paid previously with preliminary materials.


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11.

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			2002 WEST WAHALLA LANE PHOENIX, AZ \| 85027

Notice of Annual Meeting
of Stockholders

We cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Knight-Swift Transportation Holdings Inc. (the “Company”). The meeting will take place at the Company’s corporate offices, which are located at 2002 West Wahalla Lane, Phoenix, Arizona 85027, on Tuesday, May 12, 2026, at 8:30 a.m. Local Time, and at any adjournment thereof. We look forward to your attendance either in person or by proxy.

Annual Meeting Details

DATE

Tuesday,

May 12, 2026

TIME

8:30 a.m.

Local Time

LOCATION

2002 West Wahalla Lane

Phoenix, Arizona 85027

WHO VOTES

Stockholders of

Record on Monday,

March 16, 2026

Purpose of the Meeting


1			Elect eleven (11) directors, each such director to serve until the 2027 Annual Meeting
2			Conduct an advisory, non-binding vote to approve named executive officer compensation
3			Ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2026
4			Vote on a stockholder proposal regarding transparency in political spending
5			Transact any other business that may properly come before the meeting

The foregoing matters are described more fully in the accompanying proxy statement relating to the Annual Meeting. Only stockholders of record at the close of business on March 16, 2026 may vote at the meeting or any postponements or adjournments of the meeting.

By Order of the Board of Directors,


Soumit Roy, General Counsel and Corporate Secretary April 2, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MAY 12, 2026 STOCKHOLDER MEETING The Company’s proxy statement for the 2026 Annual Meeting and its Annual Report to stockholders for the fiscal year ended December 31, 2025 are available at www.knight-swift.com.

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Our Lead Independent Director

Lead Independent Director Responsibilities


☑			Presides at all executive sessions of the Board
☑			Presides at all meetings of our Board and the stockholders, where the Chairperson is not present
☑			Performs all duties of the Chairperson in the absence or disability of the Chairperson
☑			Coordinates the activities of the independent directors
☑			Disseminates timely information to the Board for consideration
☑			Participates in setting and approving Board meeting agendas and materials, in consultation with the Chairperson
☑			Coordinates Board meeting schedules to assure that there is sufficient time for discussion of all agenda items
☑			Participates in the retention of outside advisors and consultants who report directly to the Board, if needed
☑			Communicates with the Compensation Committee and the Nominating and Corporate Governance Committee regarding key compensation, nominating, and governance issues
☑			Collaborates with the CEO and Chairperson in determining the need for special meetings, and calling any such special meeting, as appropriate
☑			Participates in the performance review of the CEO
☑			Calls and chairs meetings and executive sessions of the independent directors
☑			Acts as a liaison for stockholders between the independent directors and the Chairperson, as appropriate
☑			Acts as a liaison between the Chairperson and the independent directors
☑			Responds directly to stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or the independent directors as a group, as the case may be
☑			Oversees a robust annual Board self-assessment process
☑			Performs such other duties and exercises such other powers as our by-laws or Board may assign from time to time

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Letter from our Lead Independent Director

DEAR FELLOW STOCKHOLDERS:

The Knight-Swift team showcased its adaptability, discipline, and long-term focus in 2025 as ongoing and new challenges in a persistently soft freight market continued to affect our industry. I am proud to convey as your Lead Independent Director how our collective efforts across the organization turned challenging market conditions into meaningful long-term progress.

As I reflect on 2025, I am proud that our driving associates covered 1.8 billion loaded miles, our people and leadership continued to develop our personnel, our LTL segment diversified and expanded, our Truckload segment progressed towards sustainable long-term cost improvements, and further integration of our U.S. Xpress operations produced positive results. These efforts position the Company for meaningful margin expansion when market conditions improve and continue to create sustained, long-term value for our stockholders.

Prioritizing Our People and Leadership Excellence

Our more than 37,000 associates remain at the heart of our success. Last year we reinforced our culture of safety with enhanced programs and technology, invested in professional growth through training and initiatives such as Drive for a Degree, and continued our robust succession planning process. Under Adam Miller’s leadership in his first full year as CEO, alongside Andrew Hess as CFO and our strengthened segment teams, we continued to foster talent development, retention, and professional success across our organization.

Advancing LTL as a Foundational Pillar

2025 marked significant progress in our LTL strategy. Building on prior acquisitions and organic expansions, we completed critical integration work culminating in the unification of our LTL operations under the AAA Cooper brand. The segment delivered strong revenue growth of more than 20% year over year (excluding fuel surcharge), operating improvements, enhanced service density, and customer value as the Company worked diligently to systemically integrate DHE. These decisions and actions position our LTL offering as an even more resilient and long-term value creation pillar for our stockholders.

Strengthening Our Truckload Platform with U.S. Xpress

I am encouraged by the continued progress at U.S. Xpress in 2025 as it achieved its best quarterly operating margin post-acquisition despite the difficult market conditions, while closing the margin gap with our legacy truckload brands through enhanced execution, improvement in business mix, technology initiatives, and cost improvements. These efforts affect and improve revenue per mile, driver recruitment and retention, safety, and service across our nationwide network, collectively positioning the platform for resilience in weak market conditions and operating leverage when freight market conditions improve.

Industry Leadership and Recognition

Knight-Swift continues to strive to lead the trucking industry. Our commitment to excellence, reliability, safety, and strong transportation partnerships was recognized with the prestigious WK Kellogg’s Founders Award. For the second year in a row, Procter & Gamble awarded Knight Transportation as the Carrier of the Year and one of Knight Transportation’s drivers as a Carrier Driver of the Year. Further, Procter & Gamble awarded Swift Transportation the Hustle Award in 2025. These awards are a few of the examples recognizing our excellence in performance, compliance, safety, service, and value. Knight-Swift also continues to lead the trucking industry in

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sustainability and innovation, earning recognition as one of Heavy Duty Trucking’s 2025 Top Green Fleets. This marks the fourth consecutive year for the Company (eighth in the last thirteen years), underscoring our long-term commitment to environmental stewardship and operational excellence. The Company exceeded our 2025 goal with a 7% reduction in CO₂ per mile since the 2019 baseline and continued advancements through expanded renewable diesel fuel use, deployment of additional electric day-cab and yard tractors from several manufacturers, a charging site with solar and battery-storage, and ongoing testing of zero-emissions technologies.

Ongoing Efforts to Refresh and Strengthen the Board

The Board remains focused on refreshing and strengthening its composition through the combined work of the Nominating and Corporate Governance Committee and the Board. This includes periodic reviews of the Board’s skills and characteristics in the context of its current makeup, evaluation of directors for re-nomination, and identification of candidates who enhance our oversight capabilities. In March 2025, we welcomed Douglas Col, whose over twenty years of transportation industry experience provides valuable guidance to the Board, particularly in LTL. We sincerely thank Amy Boerger for her dedicated service and leadership contributions as she concludes her tenure. These steps underscore our commitment to deliberate planned Board turnover and refreshment that promotes good governance while positioning the Board for sustained effectiveness.

Closing Thoughts

I strongly believe that organizations that lead through the lens of a persistent long-term focus, combined with actions that support active implementation and accountability, create sustained value for stockholders. One example of this is our long-term focus on returning capital to our stockholders, as the Board approved an 11% dividend increase in January 2026, making such our seventh consecutive dividend raise since 2020.

On behalf of the Board, we extend our sincere appreciation to you, our stockholders, for your continued confidence and support. We look forward to your participation at the 2026 Annual Meeting and to building on this foundation for sustained, long-term value for our stockholders.

Sincerely,

David Vander Ploeg

Lead Independent Director

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Voting Matters and Board Recommendations


Item		Board Vote Recommendation	Page

1	Elect eleven (11) directors, each such director to serve until the 2027 Annual Meeting	ü FOR	20
2	Conduct an advisory, non-binding vote to approve named executive officer compensation	ü FOR	59
3	Ratify the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2026	ü FOR	60
4	Vote on a stockholder proposal regarding transparency in political spending	û AGAINST	63

2025 Company Financial Highlights

OPERATING PERFORMANCE

$7.5B

Total revenue

$6.7B

Revenue, excluding fuel surcharge revenue

97.1%

Operating ratio

94.1%

Adjusted operating ratio 1

CAPITAL DEPLOYMENT

$1.3B

Operating cash flows

$763M

Free cash flow 1

$309M

Lease liability paydowns

$117M

Dividends paid

1 See non-GAAP reconciliations beginning at page 71 of this proxy statement.

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Corporate Governance and Cybersecurity Risk Management


			Robust Corporate Governance

We believe that effective corporate governance is the cornerstone for building sustainable long-term value and we remain dedicated to ensuring that our stakeholders’ interests are at the heart of our strategy.


l			Executive compensation plan design that aligns our executives’ interests with corporate strategy
l			Majority independent Board
l			Fully independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees
l			Robust Lead Independent Director role
l			Separation of Chairperson and CEO roles
l			Annual election of directors


			Composition of Board


TENURE (years) 1	AGE (years) 2	DIVERSITY 3	INDEPENDENCE 4

1 12-year average tenure with respect to our continuing independent directors.

2 Average age of 61 years for our continuing directors.

3 Of our 11 continuing directors, three bring gender diversity to our Board, and two bring racial diversity to our Board.

4 Of our 11 continuing directors, seven are independent.

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			Cybersecurity and Information Security Governance Highlights
l			Comprehensive reporting to our Nominating and Corporate Governance Committee (both scheduled and real-time) in response to key developments
l			Multi-format reporting approach, with presentations to Nominating and Corporate Governance Committee as well as memoranda addressing key issues
l			Cross-functional approach to addressing cybersecurity risk, with Technology, Operations, Risk, Legal, and Corporate Audit functions presenting to the Nominating and Corporate Governance Committee on key topics
l			Collaborative approach, working with a wide range of key stakeholders to manage risk, and share and respond to intelligence
l			Annual penetration testing by an external expert that specializes in information technology security with overview of results provided to the Nominating and Corporate Governance Committee
l			No fines, penalties, or settlements against the Company in its history for information security breaches
l			No material information security breaches in the last five years
			Oversight of Cybersecurity and Information Security Risk by Nominating and Corporate Governance Committee
Our Board recognizes the importance of maintaining the trust and confidence of our customers, driving associates, and employees and has tasked the Nominating and Corporate Governance Committee with oversight of information security risk. The Nominating and Corporate Governance Committee is composed entirely of independent directors and therefore independently oversees information security. As a part of its objective, independent oversight of the key risks facing the Company, the Nominating and Corporate Governance Committee devotes significant time and attention to data and systems protection, including cybersecurity and information security risk. The Nominating and Corporate Governance Committee oversees management’s approach to staffing, policies, processes, and practices designed to gauge and address cybersecurity and information security risk. Our Nominating and Corporate Governance Committee receives regular presentations and reports throughout the year on cybersecurity and information security risk. These presentations and reports address a broad range of topics, including updates on technology trends, regulatory developments, legal issues, policies and practices, the threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats. Our Chief Information Officer and Vice President of IT Security, who we refer to collectively as "Cybersecurity Leadership," identify and address risk in both the technology and cybersecurity areas, with such risks incorporated into our risk management program. In addition, the Nominating and Corporate Governance Committee reviews all information security risks with Cybersecurity Leadership, as well as the management Risk Committee, to make sure such risks are appropriately identified, monitored, tested, and mitigated. Our Enterprise Risk Management System provides a systematic, organization-wide approach to evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization. Additionally, the Nominating and Corporate Governance Committee receives timely reports from management on key developments and incidents across our industry, as well as specific information about peers and vendors.
Under the Nominating and Corporate Governance Committee’s oversight, management works closely with key stakeholders, including technology partners, regulators, government agencies, law enforcement, peers, and industry groups, and develops and invests in talent and innovative technology in order to manage cybersecurity and information security risk. The Company has information security employees augmented by service providers, which we believe enables us to monitor and promptly respond to threats and incidents, innovate and adopt new technologies, as appropriate, and drive industry efforts to address shared cybersecurity risks. All employees, contractors, and those with access to the Company’s systems receive comprehensive education on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats.

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TABLE OF CONTENTS

			PAGE
Proxy Statement Summary			1

Proxy Statement			3

The Board of Directors and Corporate Governance			3

Compensation Committee Interlocks and Insider Participation			18

Relationships and Related Party Transactions			18

Proposal One: Election of Directors			20

Director Compensation			26

Management			27

Compensation Committee Report			31

Executive Compensation			32

Security Ownership of Certain Beneficial Owners and Management			57

Proposal Two: Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation			59

Proposal Three: Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2025			60

Audit Committee Report			61

Audit and Non-A udit Fees			62

Proposal Four: Stockholder Proposal Regarding Transparency in Political Spendin g (Submitted by John Chevedden)			63

Delinquent Section 16(a) Reports			65

Questions and Answers About the Proxy Materials and the Annual Meeting			66

Other Matters			69

Additional Information			69

Stockholder Proposals			69

Non-GAAP Reconciliation and Definitions			71

Forward-looking Statements			72

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Proxy Statement Summary

Below are highlights of certain information in this proxy statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete proxy statement and our 2025 Annual Report before you vote. References to the “Company”, “we,” “us,” or “our” refer to Knight-Swift Transportation Holdings Inc.

Annual Meeting Details

DATE

Tuesday,

May 12, 2026

TIME

8:30 a.m.

Local Time

LOCATION

2002 West Wahalla Lane

Phoenix, Arizona 85027

WHO VOTES

Stockholders of

Record on Monday,

March 16, 2026

How to Cast Your Vote

YOUR VOTE IS IMPORTANT!

Please cast your

vote and play a part

in the future of the Company.

INTERNET

www.proxyvote.com

PHONE

Calling 1-800-690-6903

MAIL

Return the signed

Proxy Card

The deadline for voting online or by telephone is 11:59 p.m. Eastern Time on May 11, 2026. If you vote by mail, your proxy card must be received before the Annual Meeting.

Beneficial owners, who own shares through a bank, brokerage firm, or similar organization, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet as provided by the bank, broker, or other organization. If you own shares in different accounts, or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote in person at the Annual Meeting. Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible.

See the “Questions and Answers About the Proxy Materials and Annual Meeting” section for more details.

By submitting your proxy (either by signing and returning the enclosed proxy card, by voting electronically on the Internet or by telephone), you authorize Adam Miller, our Chief Executive Officer (“CEO"), Andrew Hess, our Chief Financial Officer (“CFO”), and Soumit Roy, our General Counsel and Corporate Secretary, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Also, they may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.

A Notice of Internet Availability of Proxy Materials (the “Internet Notice”) will first be mailed on or about April 2, 2026, to stockholders of record of our common stock at the close of business on March 16, 2026 (the "Record Date"). The Internet Notice will instruct you as to how you may access and review the proxy materials. Our Annual Report to Stockholders for the fiscal year ended December 31, 2025 (our “2025 Annual Report”), this proxy statement, and the proxy card, which

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collectively comprise our “proxy materials,” are first being made available on April 2, 2026 to stockholders of record as of March 16, 2026.

The information included in this proxy statement should be reviewed in conjunction with the consolidated financial statements, notes to consolidated financial statements, reports of our independent registered accounting firm, and other information included in our 2025 Annual Report. A copy of our 2025 Annual Report will be made available free of charge on the Annual Reports section of our corporate website at www.knight-swift.com. Except to the extent it is incorporated by specific reference, our 2025 Annual Report is not incorporated into this proxy statement and is not considered to be a part of the proxy-soliciting materials.

Voting Matters and Board Recommendations


Item		Board Vote Recommendation	Page

1	Elect eleven (11) directors, each such director to serve until the 2027 Annual Meeting	ü FOR	20
2	Conduct an advisory, non-binding vote to approve named executive officer compensation	ü FOR	59
3	Ratify the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2026	ü FOR	60
4	Vote on a stockholder proposal regarding transparency in political spending (Submitted by John Chevedden)	û AGAINST	63

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			2002 WEST WAHALLA LANE PHOENIX, AZ \| 85027

Proxy Statement

The Board of Directors and Corporate Governance

CORPORATE GOVERNANCE DOCUMENTS

In furtherance of its goals of providing effective governance of our business and affairs for the long-term benefit of stockholders, the Board has adopted Corporate Governance Guidelines in addition to charters for each of its Board committees and a Code of Business Conduct and Ethics (the “Code of Conduct”) for our directors, officers, and employees. Each of these documents is free and available for download on our website at www.knight-swift.com. You may also obtain a copy by writing to Knight-Swift Transportation Holdings Inc., c/o Corporate Secretary, 2002 West Wahalla Lane, Phoenix, Arizona 85027.

RISK MANAGEMENT AND OVERSIGHT

We take a company-wide approach to risk management, and our full Board has overall responsibility for and oversees our risk management process on an ongoing basis. Our Enterprise Risk Management System provides a systematic, organization-wide approach to evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization. Our management Risk Committee is responsible for overseeing and managing risks within the Company. This includes developing and implementing a risk management strategy, monitoring risks, ensuring compliance, and regularly reporting to the Board or its committees.

Our primary areas of risk assessment include:

•financial

•legal, compliance, and regulatory

•business continuity

•mergers and acquisitions

•advancements in revenue equipment

•cybersecurity and IT security

•safety

•operational and strategic

•environmental and social matters and human capital

•compensation policies and practices

BOARD OF DIRECTORS

determines the appropriate risk for us as an organization

assesses the specific risks faced

reviews the appropriate steps to be taken by management to monitor and manage those risks

While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas.

AUDIT

COMMITTEE

COMPENSATION

COMMITTEE

FINANCE

COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Descriptions regarding the responsibilities of our various committees of the Board are included in this proxy, beginning at page 10.

MANAGEMENT

identifies, evaluates, and monitors on an ongoing basis strategic and inherent enterprise risks and mitigants

periodically reviews appropriate enterprise risks and risk management processes with the Nominating and Corporate Governance Committee

regularly reports on applicable risks to the relevant committee or the full Board

conducts additional review or reporting on risks as requested by our Board and its committees

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BOARD SELF ASSESSMENT

Our Board conducts a rigorous annual self-assessment process, as described below. The Nominating and Corporate Governance Committee annually reviews the format of the self-assessment process with advice and input from outside counsel to ensure that actionable feedback is solicited.

COMPOSITION OF BOARD

Our Board currently consists of twelve directors, with the term of all directors expiring at the 2026 Annual Meeting and all directors elected annually: Amy Boerger (not standing for reelection), Douglas Col, Reid Dove, Michael Garnreiter, Louis Hobson, Gary Knight, Kevin Knight, Adam Miller, Kathryn Munro, Jessica Powell, Roberta Roberts Shank, and David Vander Ploeg.

All directors, other than Messrs. Dove, Gary Knight, Kevin Knight, and Miller qualify as independent directors under the corporate governance standards of the New York Stock Exchange (“NYSE”) and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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BOARD QUALIFICATIONS, SKILLS, CHARACTERISTICS, AND EXPERIENCE

The table below provides the qualifications, skills, characteristics, and experience of our proposed nominees for director:

Mr. Col

Mr. Dove

Mr. Garnreiter

Mr. Hobson

Mr. Gary Knight

Mr. Kevin Knight

Mr. Miller

Ms. Munro

Ms. Powell

Ms. Roberts Shank

Mr. Vander Ploeg

Experience

Public Company Officer or Key Employee

CEO Experience

Financial Reporting

Environmental / Social / Sustainability

Industry

Information Security and Privacy

Risk Management

Operational

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Mr. Col

Mr. Dove

Mr. Garnreiter

Mr. Hobson

Mr. Gary Knight

Mr. Kevin Knight

Mr. Miller

Ms. Munro

Ms. Powell

Ms. Roberts Shank

Mr. Vander Ploeg

Corporate Governance

Strategy Development

Communications / Marketing and Sales / Customer Service

Human Capital Management / Compensation

Technology and Innovation

Demographic/Background

Yes

Independent

Male

Female

Male

Gender

Yes

Racial Diversity

Tenure (years)

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	Mr. Col	Mr. Dove	Mr. Garnreiter	Mr. Hobson	Mr. Gary Knight	Mr. Kevin Knight	Mr. Miller	Ms. Munro	Ms. Powell	Ms. Roberts Shank	Mr. Vander Ploeg
6	61	54	74	45	74	69	45	77	45	59	67
Age (years)

The lack of a “ü” for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the “ü” indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board.

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BOARD LEADERSHIP STRUCTURE

Executive
Chairman

Lead Independent Director

Primary Responsibilities of the Lead Independent Director:

Extensive industry experience and knowledge of business operations, risks and strategy implementation

Clear responsibilities under our Corporate Governance Guidelines help to ensure independent Board oversight

•Presiding at all executive sessions of the Board

•Participating in setting and approving Board agenda and materials and ensuring there is sufficient time for discussion of agenda items

•Serving as a liaison between the Chairperson and the independent directors

•Ensuring oversight of key governance issues, our enterprise risk management, including cybersecurity, and a robust annual Board self-assessment process

Liaison between directors and management with accountability for Company performance

Elected solely by independent directors

Balanced Leadership Structure

Our Corporate Governance Guidelines require that we separate the offices of the Chairperson of our Board and our CEO. Currently, our Executive Chairman of the Board is Kevin Knight. Separating the offices of Chairperson and CEO allows our CEO to dedicate his full efforts to the demands and responsibilities of the CEO position, while also allowing us to benefit from Kevin Knight’s strategic oversight and considerable experience. Many factors will influence the most effective leadership structure at any given time, and our Board will be free to choose the Chairperson in any way that it deems best for us under the circumstances. In selecting an appropriate leadership structure, the Board may consider items such as the expertise, background, and leadership of the CEO and other members of the Board, the demands of the Company’s business, the Company’s strategic objectives, prospects, and challenges, and other factors. The duties of the Chairperson include:

•serving on the Executive Committee;

•presiding at all meetings of our Board and the stockholders at which the Chairperson is present;

•participating in setting Board meeting agendas, in consultation with the lead independent director, and coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•collaborating with the CEO and lead independent director in determining the need for special meetings and calling any such special meeting, as appropriate;

•responding directly to stockholder and other stakeholder questions and comments that are directed to the Chairperson of the Board; and

•performing such other duties and exercising such other powers as our by-laws or Board may assign from time to time.

If the Chairperson of the Board is not an independent director, our Board’s independent directors will designate one of the independent directors on the Board to serve as lead independent director. Our current lead independent director is David Vander Ploeg. The duties of the lead independent director include:

•presiding at all executive sessions of the Board;

•presiding at all meetings of our Board and the stockholders, where the Chairperson is not present;

•performing all duties of the Chairperson in the absence or disability of the Chairperson;

•coordinating the activities of the independent directors;

•disseminating timely information to the Board for consideration;

•participating in setting and approving Board meeting agendas and materials, in consultation with the Chairperson;

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•coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•participating in the retention of outside advisors and consultants who report directly to the Board, if needed;

•communicating with the Compensation Committee and the Nominating and Corporate Governance Committee regarding key compensation, nominating, and governance issues;

•collaborating with the CEO and Chairperson in determining the need for special meetings and calling any such special meeting, as appropriate;

•participating in the performance review of the CEO;

•calling and chairing meetings and executive sessions of the independent directors;

•acting as liaison for stockholders between the independent directors and the Chairperson, as appropriate;

•acting as liaison between the Chairperson and the independent directors;

•responding directly to stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or the independent directors as a group, as the case may be;

•overseeing a robust annual Board self-assessment process; and

•performing such other duties and exercising such other powers as our by-laws or Board may assign from time to time.

In the absence or disability of the Chairperson, the duties of the Chairperson (including presiding at all meetings of our Board and the stockholders) shall be performed and the authority of the Chairperson may be exercised by the lead independent director or another independent director designated for this purpose by our Board.

BOARD MEETINGS

The Board held four meetings during the 2025 calendar year. During 2025, all directors attended at least 75% of the aggregate of the Board and committee meetings on which they served (during the periods for which they served).

DIRECTOR ATTENDANCE AT ANNUAL MEETING

Except for Mr. Synowicki, who was not standing for reelection in 2025, all of our then-incumbent directors attended our 2025 Annual Meeting. Directors are invited and encouraged to attend the Company’s annual meetings of stockholders, although we do not have a formal policy regarding director attendance at our annual meetings of stockholders.

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BOARD COMMITTEES

Currently, our Board has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Finance Committee, and Executive Committee. Each committee, except our Executive Committee, is composed entirely of independent directors, each of whom is a “non-employee director” as defined in Rule 16b-3(b)(3) under the Exchange Act and an “independent director” for purposes of the rules of the NYSE.

Members serve on these committees until their respective resignations or until otherwise determined by our Board. Our Board may from time to time establish other committees. Current committee memberships are as follows:

Name

Audit Committee

Compensation Committee

Nominating
and Corporate
Governance
Committee

Finance Committee

Executive Committee

Amy Boerger*

SEC Form DEF 14A filed by Knight-Swift Transportation Holdings Inc.