KNX

SEC source: 0001567619-19-012305 · doc1.xml · nonDerivative · entry 1

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,954

SEC source: 0001567619-19-006957 · doc1.xml · nonDerivative · entry 1

Breen Shannon · CIK 0001758690 · Sr. VP Logistics/Intermodal

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,314

SEC source: 0001567619-19-006847 · doc1.xml · nonDerivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,488,401

SEC source: 0001567619-19-006648 · doc1.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,420

F1 · price: This transaction was executed in multiple trades at prices ranging from $33.41 to $33.46. 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: 0001567619-19-006487 · doc1.xml · nonDerivative · entry 2

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 4,668,123

F2 · price: This transaction was executed in multiple trades at prices ranging from $33.00 to $33.13. 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: 0001567619-19-006302 · doc1.xml · nonDerivative · entry 3

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,607,441

SEC source: 0001567619-19-006487 · doc1.xml · nonDerivative · entry 1

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 4,703,362

F1 · price: This transaction was executed in multiple trades at prices ranging from $33.115 to $33.28. 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: 0001567619-19-006438 · doc1.xml · nonDerivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,503,401

F1 · price: This transaction was executed in multiple trades at prices ranging from $32.77 to $33.42. 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: 0001567619-19-006302 · doc1.xml · nonDerivative · entry 2

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,613,441

F2 · price: This transaction was executed in multiple trades at prices ranging from $32.83 to $33.59. 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: 0001567619-19-006302 · doc1.xml · nonDerivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · Trust

Disclosed balance after: 2,738,441

F1 · price: This transaction was executed in multiple trades at prices ranging from $33.90 to $34.185. 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: 0001567619-19-006065 · doc1.xml · derivative · entry 1

Harrington Timothy Sean · CIK 0001741256 · Exec Vice Pres Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,938

Underlying: Class A Common Stock · 5,938 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 in three installments as follows: 34% on 1/31/2020; 33% on 1/31/2021; and 33% on 1/31/2022. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on 1/31/2020; 33% on 1/31/2021; and 33% on 1/31/2022. Stock is issued when and as vested.

SEC source: 0001567619-19-006063 · doc1.xml · derivative · entry 1

Fitzsimmons James L · CIK 0001754391 · EVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,938

Underlying: Class A Common Stock · 5,938 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 in three installments as follows: 34% on 1/31/2020; 33% on 1/31/2021; and 33% on 1/31/2022. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on 1/31/2020; 33% on 1/31/2021; and 33% on 1/31/2022. Stock is issued when and as vested.

SEC source: 0001567619-19-004789 · doc1.xml · derivative · entry 3

Breen Shannon · CIK 0001758690 · Sr. VP Logistics/Intermodal

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 750 shares

Expires 2019-03-14

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 grant vested in four equal installments starting on March 14, 2015.

SEC source: 0001567619-19-004789 · doc1.xml · nonDerivative · entry 2

Breen Shannon · CIK 0001758690 · Sr. VP Logistics/Intermodal

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,314

SEC source: 0001567619-19-004789 · doc1.xml · nonDerivative · entry 1

Breen Shannon · CIK 0001758690 · Sr. VP Logistics/Intermodal

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,064

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: 0001567619-19-004627 · doc1.xml · derivative · entry 15

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

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of 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: 0001567619-19-004627 · doc1.xml · derivative · entry 14

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

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F19 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of 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: 0001567619-19-004627 · doc1.xml · derivative · entry 13

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

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("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 JVMF Trust is the sole manager of M Capital II.

SEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 12

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

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F17 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("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 JVMF Trust is the sole manager of M Capital II.

SEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 11

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

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of 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: 0001567619-19-004627 · 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: 0

Underlying: Class A Common Stock · 5,044,308 shares

Expires not disclosed

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F16 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of 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: 0001567619-19-004627 · 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: 1

Underlying: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("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 JVMF Trust is the sole manager of M Capital II.

SEC source: 0001567619-19-004627 · 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: 0

Underlying: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F14 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.

F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("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 JVMF Trust is the sole manager of M Capital II.

SEC source: 0001567619-19-004627 · 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: 1

Underlying: Class A Common Stock · 3,331,003 shares

Expires not disclosed

F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F12 · derivative.exercise_price: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F13 · derivative.exercise_price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F12 · kind: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F13 · kind: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F12 · price: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F13 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices.

F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F12 · derivative.exercise_date: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F13 · derivative.exercise_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F9 · 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."

F10 · 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.

F11 · 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.

F12 · derivative.expiration_date: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F13 · derivative.expiration_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of 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: 0001567619-19-004627 · 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: 0

Underlying: Class A Common Stock · 3,331,003 shares

Expires 2019-02-15

F1 · derivative.exercise_price: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · derivative.exercise_price: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F1 · kind: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · kind: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F1 · price: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · price: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F4 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.

SEC source: 0001567619-19-004627 · doc1.xml · nonDerivative · entry 1

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

MOYES VICKIE · CIK 0001272829 · 10% owner

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

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Manager and Member

Disclosed balance after: 1,898,791

F1 · kind: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · kind: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F1 · price: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · price: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F2 · balance_after: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F3 · balance_after: Amount reflects a distribution of 3,331,003 shares from Cactus II to Cactus III and a contribution of such shares from Cactus III to Cactus I.

F4 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.

SEC source: 0001567619-19-004630 · 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 February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · 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: 0001567619-19-004630 · 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 February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · 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: 0001567619-19-004630 · doc1.xml · derivative · entry 2

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 · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · kind: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.expiration_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · 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: 0001567619-19-004630 · doc1.xml · derivative · entry 1

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 · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · kind: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.expiration_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · 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: 0001567619-19-004633 · doc1.xml · derivative · entry 4

Nester Lyndee Moyes · CIK 0001589201 · 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 February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · ownership.direct: Shares are held directly by M Capital II. The reporting person is the trustee of a trust that is a member 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 her 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: 0001567619-19-004633 · doc1.xml · derivative · entry 3

Nester Lyndee Moyes · CIK 0001589201 · 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 February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F8 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · ownership.direct: Shares are held directly by M Capital II. The reporting person is the trustee of a trust that is a member 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 her 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: 0001567619-19-004633 · doc1.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 1

Underlying: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · kind: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.expiration_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · ownership.direct: Shares are held directly by M Capital II. The reporting person is the trustee of a trust that is a member 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 her 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: 0001567619-19-004633 · doc1.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 0

Underlying: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F1 · derivative.exercise_price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · kind: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · kind: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · price: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F10 · price: The aforementioned VPF transactions were entered into simultaneously with a new VPF and amendments to existing VPFs by Cactus Holding Company, LLC ("Cactus I"). The reporting person has no interest in Cactus I, but the members of Cactus I's sole member are also certain members of M Capital II. Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices.

F11 · price: The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.exercise_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.exercise_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F1 · derivative.expiration_date: On February 13, 2019, M Capital Group Investors II, LLC ("M Capital II"), amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), 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.

F5 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. 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 $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price").

F7 · derivative.expiration_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner.

F12 · ownership.direct: Shares are held directly by M Capital II. The reporting person is the trustee of a trust that is a member 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 her 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: 0001567619-19-002294 · doc1.xml · derivative · entry 3

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,879

Underlying: Class A Common Stock · 967 shares

Expires not disclosed

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

F2 · derivative.expiration_date: The remaining restricted stock units for this grant vest in two equal installments on January 31, 2020, and January 31, 2021.

SEC source: 0001567619-19-002294 · doc1.xml · nonDerivative · entry 2

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,112

SEC source: 0001567619-19-002294 · doc1.xml · nonDerivative · entry 1

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,585

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.

F3 · balance_after: The amount of securities beneficially owned reflects the correction of a mathematical error.

SEC source: 0001567619-19-002291 · doc1.xml · derivative · entry 9

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,452

Underlying: Class A Common Stock · 747 shares

Expires not disclosed

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

F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest in two equal installments on January 31, 2020, and January 31, 2021.

SEC source: 0001567619-19-002291 · doc1.xml · derivative · entry 8

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,000 shares

Expires 2019-01-31

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: 0001567619-19-002291 · doc1.xml · derivative · entry 7

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,650

Underlying: Class A Common Stock · 1,200 shares

Expires not disclosed

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

F2 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 7% of the total grant on January 31, 2020, and approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

SEC source: 0001567619-19-002291 · doc1.xml · nonDerivative · entry 6

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,505

SEC source: 0001567619-19-002291 · doc1.xml · nonDerivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,750

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: 0001567619-19-002291 · doc1.xml · nonDerivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,003

SEC source: 0001567619-19-002291 · doc1.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,331

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: 0001567619-19-002291 · doc1.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,331

SEC source: 0001567619-19-002291 · doc1.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,724

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: 0001567619-19-002289 · doc1.xml · derivative · entry 7

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,074

Underlying: Class A Common Stock · 1,583 shares

Expires not disclosed

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

F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest in two equal installments on January 31, 2020, and January 31, 2021.

SEC source: 0001567619-19-002289 · doc1.xml · derivative · entry 6

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,300

Underlying: Class A Common Stock · 2,400 shares

Expires not disclosed

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

F2 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 7% of the total grant on January 31, 2020, and approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

SEC source: 0001567619-19-002289 · doc1.xml · nonDerivative · entry 4

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,785

SEC source: 0001567619-19-002289 · doc1.xml · nonDerivative · entry 3

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,206

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.