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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2024

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knightswiftlogo2018newa27.jpg
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Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
Delaware001-3500720-5589597
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
2002 West Wahalla Lane
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 Par ValueKNXNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company                                                ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



ITEM 8.01OTHER EVENTS
On February 2, 2024, Knight-Swift Transportation Holdings Inc. (the "Company") announced that on February 1, 2024 its board of directors declared a quarterly cash dividend of $0.16 per share of common stock, which is a $0.02 increase from the Company's existing quarterly dividend of $0.14 per share of common stock. The dividend is payable to the Company's stockholders of record as of March 8, 2024, and is expected to be paid on March 25, 2024.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
ExhibitDescription
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this report and the exhibit hereto may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of the board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable laws; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the last paragraph of the accompanying press release and various disclosures by the Company in other releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Knight-Swift Transportation Holdings Inc.
(Registrant)
Date:February 2, 2024/s/ Adam W. Miller
Adam W. Miller
Chief Financial Officer

Exhibit 99
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
ANNOUNCES AN INCREASE IN QUARTERLY CASH DIVIDEND

PHOENIX, ARIZONA — Knight-Swift Transportation Holdings Inc. (NYSE: KNX) (the "Company" or "Knight-Swift") announced today that its board of directors ("the Board") has declared the Company’s quarterly cash dividend of $0.16 per share of common stock, which is a $0.02 increase from the Company's existing quarterly dividend of $0.14 per share of common stock. The Company has raised its quarterly dividend five times in the past five years for a 167% overall increase. The Company's quarterly dividends are pursuant to a cash dividend policy approved by the Board. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the Board each quarter after its review of the Company’s financial performance.
The Company’s dividend is payable to stockholders of record on March 8, 2024 and is expected to be paid on March 25, 2024.
Knight-Swift is one of North America's largest and most diversified freight transportation companies providing multiple truckload transportation and logistics services as well as LTL services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of the Board and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Readers should review and consider the factors that may affect future results and other disclosures in Part II, Item 1A. "Risk Factors" in Knight-Swift's Quarterly Report for the quarter ended March 31, 2023 and Part I, Item 1A., Risk Factors, in Knight-Swift’s Annual Report on Form 10-K for the year ended December 31, 2022, and various disclosures in other press releases, stockholder reports, and filings with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein.

Contact: David Jackson, President and CEO, or Adam Miller, CFO - (602) 606-6349

v3.24.0.1
Document and Entity Information Document
Feb. 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 02, 2024
Entity Registrant Name Knight-Swift Transportation Holdings Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35007
Entity Tax Identification Number 20-5589597
Entity Address, Address Line One 2002 West Wahalla Lane
Entity Address, City or Town Phoenix
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85027
City Area Code 602
Local Phone Number 269-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock $0.01 Par Value
Trading Symbol KNX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001492691
Amendment Flag false
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