KNX

SEC source: 0001567619-20-008494 · doc1.xml · nonDerivative · entry 1

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,908,539

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.03 to $35.43, inclusive. The reporting person undertakes to provide to KNX, any security holder of KNX, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001567619-21-004142 · doc1.xml · nonDerivative · entry 1

Fitzsimmons James L · CIK 0001754391 · EVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,852.5037

F1 · shares: Shares acquired under dividend reinvestment plan.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 10

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1

Underlying: Common Stock · 3,331,003 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · kind: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 9

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 0

Underlying: Common Stock · 3,331,003 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · kind: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F13 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F14 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 8

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1

Underlying: Common Stock · 2,376,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 7

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 0

Underlying: Common Stock · 2,376,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F12 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 6

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1

Underlying: Common Stock · 5,044,308 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 5

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 0

Underlying: Common Stock · 5,044,308 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F10 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 4

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1

Underlying: Common Stock · 9,864,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 3

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 0

Underlying: Common Stock · 9,864,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F8 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change.

F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 2

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1

Underlying: Common Stock · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 1

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 0

Underlying: Common Stock · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein.

F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F3 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F5 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change.

F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-20-006952 · doc1.xml · nonDerivative · entry 1

Moyes Michael · CIK 0001507663 · Member of 10% owner group

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 0

F1 · kind: Transaction represents the abandonment of membership interests in M Capital Group Investors II, LLC ("M Capital II") for no consideration by certain trusts for which the reporting person serves as trustee and by a trust for which the reporting person is a beneficiary. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001567619-20-006953 · doc1.xml · nonDerivative · entry 1

Nester Lyndee Moyes · CIK 0001589201 · Member of 10% owner group

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 0

F1 · kind: Transaction represents the abandonment of membership interests in M Capital Group Investors II, LLC ("M Capital II") for no consideration by certain trusts for which the reporting person serves as trustee and by a trust for which the reporting person is a beneficiary. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001567619-20-006577 · doc1.xml · nonDerivative · entry 1

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 758,791

F1 · price: The price in Column 4 is a weighted average price. The prices actually ranged from $29.50 to $30.02, inclusive. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2 · ownership.direct: Shares are held directly by Cactus Holding Company II, LLC ("Cactus II"). Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.

SEC source: 0001567619-20-006869 · doc1.xml · nonDerivative · entry 3

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · LLC

Disclosed balance after: 0

F3 · price: The reported securities are held by Knight 2019 Legacy, LLC, a limited liability company of which the reporting person was a member. On March 13, 2020, the reporting person gifted a membership interest related to 15,000 shares.

SEC source: 0001567619-20-006869 · doc1.xml · nonDerivative · entry 2

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · LLC

Disclosed balance after: 15,000

F2 · price: The reported securities are held by Knight 2019 Legacy, LLC, a limited liability company of which the reporting person was a member. On March 13, 2020, the reporting person gifted a membership interest related to 180,000 shares.

SEC source: 0001567619-20-006869 · doc1.xml · nonDerivative · entry 1

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · LLC

Disclosed balance after: 195,000

F1 · price: The reported securities are held by Knight 2019 Legacy, LLC, a limited liability company of which the reporting person was a member. On March 13, 2020, the reporting person sold a membership interest related to 1,305,000 shares for an aggregate purchase price of approximately $29,000,000. The reporting person disclaims beneficial ownership of the KNX Class A common stock held by Knight 2019 Legacy, LLC.

SEC source: 0001567619-20-005457 · doc1.xml · nonDerivative · entry 1

MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group

MOYES VICKIE · CIK 0001272829 · 10% owner

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1,048,791

F1 · price: The price in Column 4 is a weighted average price. The prices actually ranged from $31.40 to $32.09, inclusive. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2 · ownership.direct: Shares are held directly by Cactus Holding Company II, LLC ("Cactus II"). Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.

SEC source: 0001567619-20-002143 · doc1.xml · derivative · entry 3

Harrington Timothy Sean · CIK 0001741256 · Exec Vice Pres Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,959

Underlying: Class A Common Stock · 1,979 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F2 · derivative.exercise_date: The restricted stock unit grant vests in three approximately equal annual installments beginning on January 31, 2020, and ending January 31, 2022. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock unit grant vests in three approximately equal annual installments beginning on January 31, 2020, and ending January 31, 2022. Stock is issued when and as vested.

SEC source: 0001567619-20-002143 · doc1.xml · nonDerivative · entry 2

Harrington Timothy Sean · CIK 0001741256 · Exec Vice Pres Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,471

SEC source: 0001567619-20-002143 · doc1.xml · nonDerivative · entry 1

Harrington Timothy Sean · CIK 0001741256 · Exec Vice Pres Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,256

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002142 · doc1.xml · derivative · entry 3

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 940

Underlying: Class A Common Stock · 939 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F2 · derivative.expiration_date: The remaining restricted stock units for this grant will vest on January 31, 2021.

SEC source: 0001567619-20-002142 · doc1.xml · nonDerivative · entry 2

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,629

SEC source: 0001567619-20-002142 · doc1.xml · nonDerivative · entry 1

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,947

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002148 · doc1.xml · derivative · entry 6

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 726

Underlying: Class A Common Stock · 726 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F3 · derivative.expiration_date: The remaining restricted stock units for this grant will vest on January 31, 2021.

SEC source: 0001567619-20-002148 · doc1.xml · derivative · entry 5

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,600

Underlying: Class A Common Stock · 1,050 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F2 · derivative.expiration_date: The remaining restricted stock units for this grant will vest at approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

SEC source: 0001567619-20-002148 · doc1.xml · nonDerivative · entry 4

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,229

SEC source: 0001567619-20-002148 · doc1.xml · nonDerivative · entry 3

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,464

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002148 · doc1.xml · nonDerivative · entry 2

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,738

SEC source: 0001567619-20-002148 · doc1.xml · nonDerivative · entry 1

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,078

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002147 · doc1.xml · derivative · entry 6

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,281

Underlying: Class A Common Stock · 1,281 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F3 · derivative.expiration_date: The remaining restricted stock units for this grant will vest on January 31, 2021.

SEC source: 0001567619-20-002147 · doc1.xml · derivative · entry 5

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,200

Underlying: Class A Common Stock · 2,100 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F2 · derivative.expiration_date: The remaining restricted stock units for this grant will vest at approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

SEC source: 0001567619-20-002147 · doc1.xml · nonDerivative · entry 4

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,958

SEC source: 0001567619-20-002147 · doc1.xml · nonDerivative · entry 3

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,323

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002147 · doc1.xml · nonDerivative · entry 2

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,042

SEC source: 0001567619-20-002147 · doc1.xml · nonDerivative · entry 1

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,722

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002146 · doc1.xml · derivative · entry 10

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,614

Underlying: Class A Common Stock · 1,862 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F4 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2020, 33% on January 31, 2021, and 33% on January 31, 2022.

F4 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2020, 33% on January 31, 2021, and 33% on January 31, 2022.

SEC source: 0001567619-20-002146 · doc1.xml · derivative · entry 9

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 684

Underlying: Class A Common Stock · 683 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F3 · derivative.expiration_date: The remaining restricted stock units for this grant will vest on January 31, 2021.

SEC source: 0001567619-20-002146 · doc1.xml · derivative · entry 8

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,600

Underlying: Class A Common Stock · 2,800 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F2 · derivative.expiration_date: The remaining restricted stock units for this grant will vest at approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

SEC source: 0001567619-20-002146 · doc1.xml · nonDerivative · entry 6

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,570

SEC source: 0001567619-20-002146 · doc1.xml · nonDerivative · entry 5

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002146 · doc1.xml · nonDerivative · entry 4

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,488

SEC source: 0001567619-20-002146 · doc1.xml · nonDerivative · entry 3

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,778

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002146 · doc1.xml · nonDerivative · entry 2

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,095

SEC source: 0001567619-20-002146 · doc1.xml · nonDerivative · entry 1

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,402

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

SEC source: 0001567619-20-002145 · doc1.xml · derivative · entry 9

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,048

Underlying: Class A Common Stock · 6,206 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F4 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2020; 33% on January 31, 2021; and 33% on January 31, 2022.

F4 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2020; 33% on January 31, 2021; and 33% on January 31, 2022.

SEC source: 0001567619-20-002145 · doc1.xml · derivative · entry 8

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,879

Underlying: Class A Common Stock · 1,878 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F3 · derivative.expiration_date: The remaining restricted stock units for this grant will vest on January 31, 2021.

SEC source: 0001567619-20-002145 · doc1.xml · derivative · entry 7

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,800

Underlying: Class A Common Stock · 1,400 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Class A Common Stock on a one-for-one basis.

F2 · derivative.expiration_date: The remaining restricted stock units for this grant will vest at approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

SEC source: 0001567619-20-002145 · doc1.xml · nonDerivative · entry 6

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,304