Knight-Swift Transportation Holdings Inc. 8K

Knight-Swift Transportation Holdings Inc. executed an indenture for up to $1.5 billion of 1.00% Convertible Senior Notes due 2031, setting the terms for interest, conversion, redemption, and Fundamental Change protections.

Knight-Swift Transportation Holdings Inc. entered into an indenture dated May 8, 2026 with U.S. Bank Trust Company, National Association, as trustee, providing for the issuance of up to $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031, including detailed terms governing interest, conversion into Knight-Swift common stock, optional redemption, repurchase upon a Fundamental Change, events of default, and related covenants and mechanics. The notes are unsecured senior obligations, initially bearing interest at 1.00% payable semi-annually beginning November 15, 2026, and are convertible into cash, shares, or a combination thereof based on a defined conversion rate and settlement framework; the indenture also addresses adjustments to the conversion rate, treatment in recapitalizations and M&A (Share Exchange Events), and holder protections such as repurchase rights upon a Fundamental Change and increased conversion rates in connection with certain corporate events. The facility is established under Rule 144A with global notes held through DTC, allows additional notes under Section 2.10, and designates Knight-Swift’s common stock as the underlying security for conversions, with various defined terms specifying how trading prices, VWAPs, and market disruption events affect calculations.

Filing Facts

CIK

1492691

Ticker

-

Form

8K

Source Type

sec

Accession

0001492691-26-000042

Alert Tier

7