KNX

SEC source: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 7

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,690

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.

F2 · price: Each share of phantom stock was the economic equivalent of one share of KNX Class A Common Stock. The reporting person settled the shares of phantom stock for shares of KNX Class A Common Stock.

SEC source: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 6

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,202

SEC source: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 5

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,032

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: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 4

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,654

SEC source: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 3

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,829

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: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 2

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,706

SEC source: 0001567619-20-002133 · doc1.xml · nonDerivative · entry 1

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,065

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: 0001567619-20-000108 · doc1.xml · nonDerivative · entry 1

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,915

SEC source: 0001567619-19-021974 · doc1.xml · derivative · entry 3

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,278

Underlying: Class A Common Stock · 24,278 shares

Expires not disclosed

F5 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023. This grant settles in cash.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023. This grant settles in cash.

SEC source: 0001567619-19-021974 · doc1.xml · derivative · entry 2

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,278

Underlying: Class A Common Stock · 24,278 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023. This grant settles in cash.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023. This grant settles in cash.

SEC source: 0001567619-19-021974 · doc1.xml · derivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,371

Underlying: Class A Common Stock · 32,371 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023. This grant settles in cash.

F2 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023. This grant settles in cash.

SEC source: 0001567619-19-021966 · doc1.xml · derivative · entry 3

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,278

Underlying: Class A Common Stock · 24,278 shares

Expires not disclosed

F5 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021966 · doc1.xml · derivative · entry 2

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,278

Underlying: Class A Common Stock · 24,278 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021966 · doc1.xml · derivative · entry 1

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,371

Underlying: Class A Common Stock · 32,371 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

F2 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

SEC source: 0001567619-19-021964 · doc1.xml · derivative · entry 3

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,353

Underlying: Class A Common Stock · 13,353 shares

Expires not disclosed

F5 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021964 · doc1.xml · derivative · entry 2

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,353

Underlying: Class A Common Stock · 13,353 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021964 · doc1.xml · derivative · entry 1

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,804

Underlying: Class A Common Stock · 17,804 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

F2 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

SEC source: 0001567619-19-021970 · doc1.xml · derivative · entry 3

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,046

Underlying: Class A Common Stock · 4,046 shares

Expires not disclosed

F5 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021970 · doc1.xml · derivative · entry 2

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,046

Underlying: Class A Common Stock · 4,046 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021970 · doc1.xml · derivative · entry 1

Quast Kevin · CIK 0001513280 · COO of Swift Transportation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,395

Underlying: Class A Common Stock · 5,395 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

F2 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

SEC source: 0001567619-19-021963 · doc1.xml · derivative · entry 3

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,474

Underlying: Class A Common Stock · 6,474 shares

Expires not disclosed

F5 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021963 · doc1.xml · derivative · entry 2

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,474

Underlying: Class A Common Stock · 6,474 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021963 · doc1.xml · derivative · entry 1

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,632

Underlying: Class A Common Stock · 8,632 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

F2 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

SEC source: 0001567619-19-021962 · doc1.xml · derivative · entry 3

Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,237

Underlying: Class A Common Stock · 3,237 shares

Expires not disclosed

F5 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021962 · doc1.xml · derivative · entry 2

Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,237

Underlying: Class A Common Stock · 3,237 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain performance targets over a performance period ending on December 31, 2022.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending on December 31, 2022. The shares earned under this award will vest on January 31, 2023.

SEC source: 0001567619-19-021962 · doc1.xml · derivative · entry 1

Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,316

Underlying: Class A Common Stock · 4,316 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

F2 · derivative.expiration_date: The restricted stock units vest as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023.

SEC source: 0001567619-19-021655 · doc1.xml · nonDerivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,334,695

SEC source: 0001567619-19-020449 · doc1.xml · nonDerivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,338,401

F1 · kind: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2019.

F2 · price: This transaction was executed in multiple trades at prices ranging from $38.00 to $38.35. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight-Swift Transportation Holdings Inc. or any shareholder of Knight-Swift Transportation Holdings Inc. full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0001567619-20-004117 · doc1.xml · nonDerivative · entry 1

Liu Michael K · CIK 0001395069 · Exec. VP of Ops, Knight Trans

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001567619-19-020310 · doc1.xml · derivative · entry 3

Vander Ploeg David · CIK 0001432894 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,880 shares

Expires 2020-02-28

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_date: This stock option vested as follows: 1,333 shares on each of February 28, 2013 and February 28, 2014, and 1,334 shares on February 28, 2015. Subsequent to vesting, Swift Transportation Company merged with Knight Transportation, Inc. and, after giving effect to the 1 for 0.72 reverse split that occurred in connection with the merger, the number of derivative securities was adjusted to 2,880. Upon exercise, the options convert to Class A Common Stock on a one-to-one basis.

F1 · derivative.underlying_shares: This stock option vested as follows: 1,333 shares on each of February 28, 2013 and February 28, 2014, and 1,334 shares on February 28, 2015. Subsequent to vesting, Swift Transportation Company merged with Knight Transportation, Inc. and, after giving effect to the 1 for 0.72 reverse split that occurred in connection with the merger, the number of derivative securities was adjusted to 2,880. Upon exercise, the options convert to Class A Common Stock on a one-to-one basis.

SEC source: 0001567619-19-020310 · doc1.xml · nonDerivative · entry 2

Vander Ploeg David · CIK 0001432894 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 24,047

SEC source: 0001567619-19-020310 · doc1.xml · nonDerivative · entry 1

Vander Ploeg David · CIK 0001432894 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 26,807

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.

SEC source: 0001567619-19-020149 · doc1.xml · nonDerivative · entry 2

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,366,905

F1 · kind: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2019.

F2 · price: This transaction was executed in multiple trades at prices ranging from $38.00 to $38.07. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight-Swift Transportation Holdings Inc. or any shareholder of Knight-Swift Transportation Holdings Inc. full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0001567619-19-020149 · doc1.xml · nonDerivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,438,401

F1 · kind: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2019.

SEC source: 0001567619-19-019969 · doc1.xml · nonDerivative · entry 1

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,008

F1 · price: This transaction was executed in multiple trades at prices ranging from $37.48010 to $37.49010. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight-Swift Transportation Holdings Inc. or any shareholder of Knight-Swift Transportation Holdings Inc. full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0001567619-19-018388 · doc1.xml · nonDerivative · entry 3

Fitzsimmons James L · CIK 0001754391 · EVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 258

SEC source: 0001567619-19-018388 · doc1.xml · nonDerivative · entry 2

Fitzsimmons James L · CIK 0001754391 · EVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,058

SEC source: 0001567619-19-018388 · doc1.xml · nonDerivative · entry 1

Fitzsimmons James L · CIK 0001754391 · EVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,183

SEC source: 0001567619-19-018208 · 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: Class A Common Stock · 3,331,003 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F12 · 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: 0001567619-19-018208 · 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: Class A Common Stock · 3,331,003 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F15 · 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 May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.

F16 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively.

F12 · 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: 0001567619-19-018208 · 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: Class A Common Stock · 2,376,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F12 · 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: 0001567619-19-018208 · 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: Class A Common Stock · 2,376,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

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 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F14 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F12 · 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: 0001567619-19-018208 · 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: Class A Common Stock · 5,044,308 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F12 · 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: 0001567619-19-018208 · 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: Class A Common Stock · 5,044,308 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F11 · 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 remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F12 · 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: 0001567619-19-018208 · 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: Class A Common Stock · 9,864,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-19-018208 · 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: Class A Common Stock · 9,864,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-19-018208 · 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: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-19-018208 · 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: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · kind: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · price: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · derivative.exercise_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F1 · derivative.expiration_date: On September 10, 2019, 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 Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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 remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.

SEC source: 0001567619-19-018209 · doc1.xml · derivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 1

Underlying: Class A Common Stock · 9,864,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · kind: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · price: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F8 · ownership.direct: Shares are held directly by M Capital II. The reporting person is the trustee of five trusts that constitute certain of the members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.

SEC source: 0001567619-19-018209 · doc1.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,864,000 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · kind: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · price: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.exercise_date: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F1 · derivative.expiration_date: On September 10, 2019, 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, M Capital II is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A 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 Class A 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.

F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased.

F9 · 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 May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively.

F8 · ownership.direct: Shares are held directly by M Capital II. The reporting person is the trustee of five trusts that constitute certain of the members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.