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0001492691false00014926912026-04-222026-04-22

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

FORM 8-K

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

Date of Report (Date of earliest event reported): April 22, 2026

___________________________________________________________________________________________________________________________________
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___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
Delaware 001-35007 20-5589597
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
2002 West Wahalla Lane
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $0.01 Par Value KNX New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company        ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 22, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended March 31, 2026. A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report that is furnished under Item 2.02, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Description
Exhibit 104
Cover Page Interactive Data File
The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.




SIGNATURES

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


Knight-Swift Transportation Holdings Inc.
(Registrant)
Date: April 22, 2026 /s/ Andrew Hess
Andrew Hess
Chief Financial Officer

EX-99.1 2 exhibit99103312026.htm KNIGHT-SWIFT HOLDINGS INC ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2026 Document
Exhibit 99.1
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April 22, 2026
Phoenix, Arizona
Knight-Swift Transportation Holdings Inc. Reports First Quarter 2026 Revenue and Earnings
First Quarter results include negative impacts from the following items:
•$0.05-0.06 per share estimated impact of severe weather disruption and sharp increase in fuel prices
•$0.08 per share impact to claims cost primarily related to unfavorable arbitration award on 2022 claim
•$0.02 per share due to adverse decision on VAT reimbursement in Mexico from prior tax years
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or the "Company"), one of the largest and most diversified freight transportation companies, operating the largest full truckload fleet in North America, today reported first quarter 2026 net loss attributable to Knight-Swift of $1.3 million and Adjusted Net Income Attributable to Knight-Swift1 of $14.3 million. GAAP (loss) earnings per diluted share for the first quarter of 2026 were $(0.01), compared to $0.19 for the first quarter of 2025. Adjusted EPS1 was $0.09 for the first quarter of 2026, compared to $0.28 for the first quarter of 2025.
The current quarter GAAP and non-GAAP results include $18.0 million of expense for claims development in our less-than-truckload (LTL) segment, primarily related to an adverse arbitration ruling on a 2022 claim, $4.1 million of expense in our Truckload segment for an adverse decision on VAT reimbursement in Mexico for prior tax years, and an estimated $12.0 to $14.0 million negative impact across our business segments from volume and cost headwinds from severe winter weather disruptions and sharply rising fuel prices during the quarter.

Key Financial Highlights
During the first quarter of 2026, consolidated total revenue was $1.9 billion, a 1.4% increase from the first quarter of 2025, while consolidated revenue, excluding truckload and LTL fuel surcharge, was essentially flat. Consolidated operating income was $28.6 million, a decrease of $38.1 million compared to the same quarter last year. Adjusted Operating Income was $49.8 million, a $36.8 million decrease year-over-year. The decline in both measures was primarily due to the items noted above. The consolidated operating ratio for the quarter was 98.5%, and the Adjusted Operating Ratio1 was 97.0%.
Quarter Ended March 31
2026 2025 Change
(Dollars in thousands, except per share data)
Total revenue $ 1,850,223  $ 1,824,362  1.4  %
Revenue, excluding truckload and LTL fuel surcharge $ 1,638,032  $ 1,632,963  0.3  %
Operating income $ 28,584  $ 66,663  (57.1) %
Adjusted Operating Income 1
$ 49,826  $ 86,580  (42.5) %
Net (loss) income attributable to Knight-Swift $ (1,317) $ 30,639  (104.3) %
Adjusted Net Income Attributable to Knight-Swift 1
$ 14,262  $ 45,372  (68.6) %
(Loss) earnings per diluted share $ (0.01) $ 0.19  (105.3) %
Adjusted EPS 1
$ 0.09  $ 0.28  (67.9) %
1See GAAP to non-GAAP reconciliation in the schedules following this release.
•Truckload — Revenue, excluding fuel surcharge, flat year-over-year as a 1.4% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, largely offset a 1.8% decline in loaded miles. Adjusted Operating Ratio of 96.3% as severe weather and sharply rising fuel prices pressured volumes and cost in the quarter, but fundamentals improved progressively throughout the quarter as the freight market tightened.
•LTL — Revenue, excluding fuel surcharge, increased 2.6% year-over-year as tonnage per day grew 4.1% on a 5.2% increase in weight per shipment and length of haul grew 8.5%. Adjusted Operating Ratio of 99.6% increased 540 basis points year-over-year due to the $18.0 million of adverse claim development noted above, which negatively impacted the Adjusted Operating Ratio by 570 basis points.



•Logistics — Revenue per load up 10.4% year-over-year while gross margin of 16.6% improved 110 basis points sequentially over fourth quarter levels on strengthening spot opportunities and as contractual pricing begins to be reset in a market that remains tight.
•Intermodal — Revenue grew 2.7% year-over-year as revenue per load grew 1.6% and load count improved 1.2% to the highest first quarter mark since 2021. Adjusted Operating Ratio improved 50 basis points year-over-year to 101.5%.
Our GAAP and non-GAAP results for the quarter include certain items that impact the comparability of year-over-year results. These items include a $12.2 million decrease in other income, net, a $9.5 million reduction in interest expense, a $7.6 million decrease in gain on sale, and an 18.4 percentage point decrease in the effective tax rate on our GAAP results year-over-year. Additionally, operating income for the current quarter includes $5.2 million of costs for the new accounts receivable securitization program whereas costs of the prior arrangement were reported in interest expense in prior quarters. Further and as noted above, the current quarter GAAP and non-GAAP results include $18.0 million of expense for claims development in our LTL business, primarily related to an adverse arbitration ruling on a 2022 claim, and $4.1 million of expense for an adverse decision on VAT reimbursement in Mexico for prior tax years. Finally, our GAAP results for the current quarter include impairment, legal accrual, severance, and restructuring charges totaling $2.2 million as compared to $0.3 million of impairment and legal accrual in the prior year quarter, each of which are excluded from our non-GAAP results as shown in the reconciliation schedules following this release.
Adam Miller, CEO of Knight-Swift, commented, "The first quarter had its challenges, but these were largely transitory and even bring some upside as the weather disruption exposed market tightness that has served to accelerate the pricing environment, and the spike in fuel prices adds one more headwind to truckload capacity. The truckload market continues to tighten, largely due to capacity, though some indications of improving demand are beginning to emerge. Broad truckload market indicators show improving trends for load tenders, tender rejections, and spot pricing. Our business is experiencing even stronger levels on these metrics, as our leading presence in the one-way market grows increasingly valuable to shippers. Developments in bid season continue to build momentum. We have shifted our bid targets to a range of high single to low double-digit percentage increases on current pricing activity, as compared to our low-to-mid single-digit target one quarter ago. While the pricing environment is improving, we are still seeing carrier failures, as the damage done over a prolonged downcycle is not quickly recovered, especially with the cash flow crunch brought on by the recent fuel spike.
"Beyond the truckload market, our LTL segment also saw challenges from winter weather, but we are encouraged by emerging seasonal freight patterns, steady progress on rate renewals, accelerating volume trends late in the quarter, and an improvement in weight per shipment for the first time in years as the freight mix continues to develop into our expanded terminal network. Our Logistics segment was impacted by the squeeze on gross margin that began in the fourth quarter and continued through the first quarter on contractually priced business. Additionally, pressure increased on gross margin as we further enhanced our already rigorous carrier qualification standards in response to a sharp increase in cargo thefts in the industry and the troubling carrier practices exposed by recent regulatory efforts. The upward pressure on purchased transportation costs was a further headwind to load acceptance during the quarter, but we expect this headwind will abate as we address pricing through ongoing bid activity. Our Intermodal segment was arguably the least disrupted by the weather and fuel issues in the quarter and is seeing positive developments with volumes in bid activity, though we expect the typical lag in pricing relative to the truckload market.
"We expect to build momentum in the coming months as more bids run their course and new pricing and volume awards are realized in the operating results, as we continue our cost and operational initiatives, and as we anticipate more spot and project opportunities than we have seen in recent years."
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Other (Expense) Income — We recorded $1.2 million of expense within "Other (expense) income, net" in the first quarter of 2026, compared to $11.0 million of income in the first quarter of 2025. The net expense in the current period is a result of $5.2 million of write-downs of investments.
Income Taxes — The effective tax rate on our GAAP results was 7.0% for the first quarter of 2026, compared to 25.4% for the first quarter of 2025. The effective tax rate on our non-GAAP results was 28.0% for the first quarter of 2026, compared to 25.4% for the first quarter of 2025.
Dividend — On February 11, 2026, our board of directors declared a quarterly cash dividend of $0.20 per share of our common stock, which was an increase over our previous quarterly dividend of $0.18 per share. The dividend was payable to the Company's stockholders of record as of March 6, 2026, and was paid on March 23, 2026.
Segment Financial Performance
Truckload Segment
Quarter Ended March 31,
2026 2025 Change
(Dollars in thousands)
Revenue, excluding fuel surcharge and intersegment transactions $ 1,045,107  $ 1,048,083  (0.3  %)
Operating income $ 37,058  $ 44,600  (16.9  %)
Adjusted Operating Income 1
$ 38,859  $ 46,485  (16.4  %)
Operating ratio 96.9  % 96.3  % 60   bps
Adjusted Operating Ratio 1
96.3  % 95.6  % 70   bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border truckload operations across our brands with approximately 15,100 irregular route tractors and nearly 5,900 dedicated tractors.
The Truckload segment experienced a rapidly evolving market in the first quarter as freight market tightness became more evident. After unusually disruptive winter weather early in the quarter, most of this segment's operating fundamentals improved progressively through the quarter, including total miles, utilization, tender rejection rates, and revenue per mile, excluding fuel surcharge. The spike in fuel prices during March reduced the earnings contribution of the stronger miles. Truckload segment revenue, excluding fuel surcharge and intersegment transactions, was essentially flat year-over-year, as a 1.4% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, largely offset a 1.8% decrease in loaded miles. Miles per tractor improved 1.2% year-over-year as a result of an increase in load tenders and our efforts to drive productivity. Adjusted Operating Income declined $7.6 million year-over-year, largely as a result of the $4.1 million charge for an adverse decision in VAT reimbursement as noted above, as well as the volume and cost headwinds from the severe winter weather and fuel escalation in the quarter. Strengthening rates and improvement in empty miles helped to largely offset these headwinds, allowing our Truckload segment to produce an Adjusted Operating Ratio that only deteriorated 70 basis points year-over-year. U.S. Xpress made further progress on operating efficiency and trailed the legacy brands in Adjusted Operating Ratio by approximately 300 basis points for the quarter.
The ongoing progress at U.S. Xpress is encouraging, and we expect this business will continue closing the gap in margin performance with our legacy brands as the market improves. We are focused on closely monitoring market pricing and demand development, intentionally deploying capacity, intensely managing costs, increasing our seated truck percentage, and enhancing utilization in order to maximize the opportunities provided by an improving market.
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LTL Segment
Quarter Ended March 31,
2026 2025 Change
(Dollars in thousands)
Revenue, excluding fuel surcharge $ 313,136  $ 305,258  2.6  %
Operating (loss) income $ (3,565) $ 12,694  (128.1  %)
Adjusted Operating Income 1
$ 1,221  $ 17,721  (93.1  %)
Operating ratio 101.0  % 96.4  % 460   bps
Adjusted Operating Ratio 1
99.6  % 94.2  % 540   bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our LTL segment experienced shipment volumes that generally followed muted seasonal patterns before improving late in the quarter while weight per shipment improved sequentially throughout the quarter to the highest average levels since our entry into this business in 2021. Length of haul also continues to grow as supported by our expanded network footprint. Our broader reach and coverage of new markets is helping us win business with new customers, gradually increase our industrial exposure, and transition our network and freight mix from regional to national. The improvement in freight mix helped to largely offset the negative impacts to volumes and costs from severe winter weather disruption in the quarter. Revenue, excluding fuel surcharge, grew 2.6% year-over-year as a 5.2% increase in weight per shipment and an 8.5% increase in length of haul offset a 1.0% decrease in shipments per day. Revenue per hundredweight, excluding fuel surcharge, fell 0.7%, driven by the increase in weight per shipment while renewal rates continue their recent trend of mid single-digit percentage increases. Revenue per shipment, excluding fuel surcharge, increased by 4.4% year-over-year. The Adjusted Operating Ratio was 99.6%, and Adjusted Operating Income decreased $16.5 million, primarily driven by the $18.0 million adverse claim development cited above, which negatively impacted the Adjusted Operating Ratio by 570 basis points. We are encouraged by the turnaround in shipment weights that had been slowly falling for the past few years and anticipate that the return of seasonal demand patterns will continue into the second quarter.
As previously noted, we expect our pace of facility expansion will be slower in 2026 than in the prior two years and believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume, improve our freight mix, and drive operational efficiencies. Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Logistics Segment
Quarter Ended March 31,
2026 2025 Change
(Dollars in thousands)
Revenue $ 127,608  $ 141,621  (9.9  %)
Operating income $ 3,623  $ 5,143  (29.6  %)
Adjusted Operating Income 1
$ 4,787  $ 6,307  (24.1  %)
Operating ratio 97.2  % 96.4  % 80  bps
Adjusted Operating Ratio 1
96.2  % 95.5  % 70  bps
1See GAAP to non-GAAP reconciliation in the schedules following this release.
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The Logistics segment produced an Adjusted Operating Ratio of 96.2%, a 70 basis point degradation year-over-year as a reduction in industry capacity drove up purchased transportation costs and compressed gross margins during the quarter. Gross margin percent declined 150 basis points year-over-year but improved 110 basis points sequentially over the fourth quarter to 16.6% as strengthening spot opportunities helped offset pressure on contractually priced business. Revenue decreased 9.9% year-over-year, driven by a 18.9% decline in load count, partially offset by a 10.4% increase in revenue per load. We further enhanced our already rigorous screening practices to mitigate risk of cargo theft and non-compliant carriers, which aggravated the upward pressure on capacity costs and served as a headwind to load volumes in the first quarter. As contractual pricing is reset through bid season, we expect to improve load volumes at appropriate gross margins. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
Intermodal Segment
Quarter Ended March 31,
2026 2025 Change
(Dollars in thousands)
Revenue $ 93,589  $ 91,103  2.7  %
Operating loss $ (1,424) $ (1,812) 21.4  %
Operating ratio 101.5  % 102.0  % (50  bps)
The Intermodal segment grew revenue 2.7% and improved its operating ratio 50 basis points year-over-year as a 1.6% increase in revenue per load and a 1.2% increase in load count offset headwinds from winter weather in the quarter. Load count and revenue per load improved progressively throughout the quarter. We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.
All Other Segments
Quarter Ended March 31,
2026 2025 Change
(Dollars in thousands)
Revenue $ 81,202  $ 71,565  13.5  %
Operating (loss) income $ (7,108) $ 6,038  (217.7  %)
All Other Segments include warehousing and support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, trailer parts manufacturing, insurance, equipment maintenance, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.5 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions). Additionally, beginning January 1, 2026, All Other Segments also includes the cost of our accounts receivable securitization program that was formerly reported in interest expense.
Revenue within our All Other Segments for the first quarter increased 13.5%. Operating results declined year-over-year to an operating loss partially due to the inclusion of $5.2 million of costs for the accounts receivable securitization program, startup costs on new contract awards in our warehousing business for which revenue is expected to ramp in the coming months, and the delay of warehousing project activity into the second and third quarters for which costs had already begun to be incurred.
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Consolidated Liquidity, Capital Resources, and Earnings Guidance
Cash Flow Sources (Uses)
  Quarter Ended March 31,
  2026 2025 Change
(In thousands)
Net cash provided by operating activities $ 142,540  $ 109,429  $ 33,111 
Net cash used in investing activities (83,578) (54,219) (29,359)
Net cash used in financing activities (68,124) (76,303) 8,179 
Net decrease in cash, restricted cash, and equivalents 1
$ (9,162) $ (21,093) $ 11,931 
Net capital expenditures $ (85,603) $ (39,438) $ (46,165)
1"Net decrease in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents – restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the condensed consolidated balance sheets.
Liquidity and Capitalization — As of March 31, 2026, we had a balance of $1.1 billion of unrestricted cash and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion as of March 31, 2026. Free Cash Flow3 for the quarter ended March 31, 2026, was $56.9 million, reflecting $142.5 million in operating cash flows and $85.6 million of cash capital expenditures, net of disposal proceeds. From a financing perspective, during the quarter we paid down $33.3 million in finance lease liabilities and $41.4 million on operating lease liabilities. Additionally, we had $32.0 million of net borrowings on our 2025 Revolver and a net reduction of $23.0 million in the outstanding investment in the accounts receivable securitization program.
Equipment and Capital Expenditures — Gain on sale of operating assets was $7.9 million in the first quarter of 2026, compared to $15.5 million in the same quarter of 2025. The average age of the tractor fleet within our Truckload segment was 2.9 years in the first quarter of 2026, compared to 2.8 years in the same quarter of 2025. The average age of the tractor fleet within our LTL segment was 4.1 years in the first quarter of 2026 and 4.0 years in the same quarter of 2025. We expect net cash capital expenditures for full-year 2026 will be in the range of $600 million - $650 million, which is an update from the original projection of $625 million - $675 million. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and exclude acquisitions.
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3See GAAP to non-GAAP reconciliations in the schedules following this release.
Guidance — We expect that Adjusted EPS1 will range from $0.45 to $0.49 for the second quarter of 2026. In general, this guidance for the second quarter assumes current conditions remain stable, fuel price increases moderate, and we experience the typical seasonal build in the truckload and LTL markets. Our expected Adjusted EPS1 range is based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as follows:
Truckload
•Truckload Segment revenue, excluding fuel surcharge, up low single digit percent year-over-year with operating margins improving 100 - 200 basis points year-over-year for second quarter.
LTL
•LTL Segment revenue, excluding fuel surcharge, up low single digit percent year-over-year in second quarter, driven by mix and yield improvement, with shipment count relatively stable year-over-year,
•Adjusted Operating Ratio in low 90's for second quarter.
Logistics
•Logistics Segment revenue up low-to-mid single-digit percent year-over-year in second quarter,
•Adjusted Operating Ratio stable sequentially.
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Intermodal
•Intermodal Segment load count up high single to low double-digit percent sequentially in second quarter,
•Adjusted Operating Ratio improving 150 - 250 basis points sequentially in second quarter.
All Other
•All Other Segments operating income, before including the $11.5 million quarterly intangible asset amortization, approximately $14 million to $18 million in second quarter, which includes approximately $5 million of AR securitization cost that was reported as interest expense in 2025.
Additional
•Gain on sale to be in the range of $12 million to $17 million in second quarter,
•Net interest expense fairly flat sequentially in second quarter,
•"Other income, net" below the line expected to be roughly $4 million to $5 million in second quarter,
•Net cash capital expenditures for full-year 2026 expected range of $600 million - $650 million,
•Expected effective tax rate on adjusted income before taxes of approximately 25.5% to 26.5% for second quarter and for full year 2026.
The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS1 guidance.
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1Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.34 for full-year 2026), as well as non-cash impairments and certain other unusual items, if any.
Conference Call
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, April 22, 2026, at 5:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q1 2026 Earnings."
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Other Information
About Knight-Swift
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
Investor Relations Contact Information
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (602) 606-6349
Forward-Looking Statements
This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," "design", ''focus," "outlook," "foresee," "will," "could," "should," "may," "feel", "goal," "opportunity," "continue," "remain," or similar expressions. Such statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of or guidance regarding earnings, earnings per share, Adjusted EPS, revenues, expenses, cash flows, dividends, share repurchases, leverage ratio, capital expenditures (including the nature and funding thereof), gain on sale, tax rates, capital structure, capital allocation, liquidity, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services, or growth strategies or opportunities; any statements regarding future economic, industry, or Company conditions, environment, or performance, including, without limitation, expectations regarding future trade policy or tariffs, supply or demand, volume, capacity, rates, costs, inflation, or seasonality; future performance or growth of any of our reportable segments, including expected revenues, costs, utilization, or rates within our Truckload segment, expected network, door count, volumes, capacity, revenue, costs, or margin within our LTL segment, expected freight portfolio, pricing, profitability, or return on capital assets within our Logistics segment, and expected pricing, costs, freight portfolio, equipment utilization, or volumes within our Intermodal segment; any statements under “Guidance”; and any statements of belief and any statement of assumptions underlying any of the foregoing. 
Forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2025, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K. If the risks or uncertainties ever materialize, or the beliefs, assumptions, or expectations prove incorrect, our business and results of operations may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
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Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Quarter Ended March 31,
  2026 2025
(In thousands, except per share data)
Revenue:
Revenue, excluding truckload and LTL fuel surcharge $ 1,638,032  $ 1,632,963 
Truckload and LTL fuel surcharge
212,191  191,399 
Total revenue 1,850,223  1,824,362 
Operating expenses:
Salaries, wages, and benefits 728,698  721,659 
Fuel 231,338  207,246 
Operations and maintenance 128,473  132,372 
Insurance and claims 109,157  92,225 
Operating taxes and licenses 37,394  34,366 
Communications 6,442  7,383 
Depreciation and amortization of property and equipment 176,809  177,479 
Amortization of intangibles 18,902  19,246 
Rental expense 45,052  42,866 
Purchased transportation 278,628  277,294 
Impairments 882  28 
Miscellaneous operating expenses 59,864  45,535 
Total operating expenses 1,821,639  1,757,699 
Operating income 28,584  66,663 
Other (expenses) income:
Interest income 1,806  3,034 
Interest expense (30,729) (40,203)
Other income (expense), net (1,181) 11,038 
Total other (expenses) income, net (30,104) (26,131)
(Loss) income before income taxes (1,520) 40,532 
Income tax (benefit) expense (107) 10,303 
Net (loss) income (1,413) 30,229 
Net loss attributable to noncontrolling interest 96  410 
Net (loss) income attributable to Knight-Swift $ (1,317) $ 30,639 
Other comprehensive income 340  463 
Comprehensive (loss) income $ (977) $ 31,102 
(Loss) Earnings per share:
Basic $ (0.01) $ 0.19 
Diluted $ (0.01) $ 0.19 
Dividends declared per share: $ 0.20  $ 0.18 
Weighted average shares outstanding:
Basic 162,426  161,974 
Diluted 163,135  162,457 
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9


Condensed Consolidated Balance Sheets (Unaudited)
March 31, 2026 December 31, 2025
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 222,774  $ 220,420 
Cash and cash equivalents – restricted 70,447  82,381 
Trade receivables, net of allowance for doubtful accounts of $30,583 and $30,647, respectively
425,522  305,324 
Contract balance – revenue in transit 12,570  9,642 
Prepaid expenses 96,815  113,985 
Assets held for sale 61,599  72,985 
Income tax receivable 36,161  45,895 
Other current assets 28,973  36,894 
Total current assets 954,861  887,526 
Property and equipment, net 4,659,856  4,717,725 
Operating lease right-of-use assets 316,960  314,571 
Goodwill 3,934,741  3,934,741 
Intangible assets, net 1,916,594  1,935,699 
Other long-term assets 163,744  165,174 
Total assets $ 11,946,756  $ 11,955,436 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 255,924  $ 200,835 
Accrued payroll and purchased transportation 169,390  194,910 
Accrued liabilities 55,849  66,638 
Claims accruals – current portion 267,702  246,882 
Finance lease liabilities and long-term debt – current portion
486,021  194,406 
Operating lease liabilities – current portion 124,228  127,538 
Total current liabilities 1,359,114  1,031,209 
Revolving line of credit 658,000  626,000 
Long-term debt – less current portion
706,023  1,027,793 
Finance lease liabilities – less current portion 475,534  502,042 
Operating lease liabilities – less current portion 212,925  207,788 
Claims accruals – less current portion 374,188  359,546 
Deferred tax liabilities 893,960  904,075 
Other long-term liabilities 203,693  205,117 
Total liabilities 4,883,437  4,863,570 
Stockholders’ equity:
Common stock 1,625  1,623 
Additional paid-in capital 4,489,172  4,480,725 
Accumulated other comprehensive loss (376) (716)
Retained earnings 2,563,347  2,600,822 
Total Knight-Swift stockholders' equity 7,053,768  7,082,454 
Noncontrolling interest 9,551  9,412 
Total stockholders’ equity 7,063,319  7,091,866 
Total liabilities and stockholders’ equity $ 11,946,756  $ 11,955,436 


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10


Segment Operating Statistics (Unaudited)
Quarter Ended March 31,
2026 2025 Change
Truckload
Average revenue per tractor
$ 49,703  $ 47,838  3.9  %
Non-paid empty miles percentage 13.2  % 14.1  % (90)  bps
Average length of haul (miles) 375  372  0.8  %
Miles per tractor 20,296  20,049  1.2  %
Average tractors 21,027  21,909  (4.0  %)
Average trailers 1
82,288  85,928  (4.2  %)
LTL 2
Shipments per day 23,112  23,349  (1.0  %)
Weight per shipment (pounds) 1,033  982  5.2  %
Average length of haul (miles) 693  639  8.5  %
Revenue per shipment $ 223.81  $ 209.96  6.6  %
Revenue xFSC per shipment $ 189.52  $ 181.52  4.4  %
Revenue per hundredweight $ 21.67  $ 21.38  1.4  %
Revenue xFSC per hundredweight $ 18.35  $ 18.48  (0.7  %)
Average tractors 3
4,239  4,023  5.4  %
Average trailers 4
11,281  10,976  2.8  %
Logistics
Revenue per load - Brokerage only
$ 2,160  $ 1,956  10.4  %
Gross margin - Brokerage only 16.6  % 18.1  % (150)  bps
Intermodal
Average revenue per load
$ 2,628  $ 2,587  1.6  %
Load count 35,616  35,211  1.2  %
Average tractors 595  622  (4.3  %)
Average containers 12,511  12,546  (0.3  %)
1First quarter 2026 and 2025 includes 8,950 and 9,336 trailers, respectively, related to leasing activities recorded within our All Other Segments. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
2Operating statistics within the LTL segment exclude dedicated and other businesses.
3Our LTL tractor fleet includes 646 and 668 tractors from ACT's dedicated and other businesses for the first quarter of 2026 and 2025, respectively.
4Our LTL trailer fleet includes 1,309 and 1,015 trailers from ACT's dedicated and other businesses for the first quarter of 2026 and 2025, respectively.
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11


Non-GAAP Financial Measures and Reconciliations
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted Operating Expenses," "Adjusted EPS," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the board of directors focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the board of directors use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted Net Income Attributable to Knight-Swift, Adjusted Operating Income, Adjusted Operating Expenses, Adjusted EPS, Adjusted Operating Ratio, and Free Cash Flow, are not substitutes for their comparable GAAP financial measures, such as net (loss) income, cash flows from operating activities, operating margin, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.


Non-GAAP Reconciliation (Unaudited):
Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1
Quarter Ended March 31,
2026 2025
GAAP Presentation (Dollars in thousands)
Total revenue $ 1,850,223  $ 1,824,362 
Total operating expenses (1,821,639) (1,757,699)
Operating income $ 28,584  $ 66,663 
Operating ratio 98.5  % 96.3  %
Non-GAAP Presentation
Total revenue $ 1,850,223  $ 1,824,362 
Truckload and LTL fuel surcharge (212,191) (191,399)
Revenue, excluding truckload and LTL fuel surcharge 1,638,032  1,632,963 
Total operating expenses 1,821,639  1,757,699 
Adjusted for:
Truckload and LTL fuel surcharge (212,191) (191,399)
Amortization of intangibles 2
(19,042) (19,628)
Impairments 3
(882) (28)
Legal accruals 4
(600) (261)
Severance 5
(518) — 
Restructuring expense 6
(200) — 
Adjusted Operating Expenses 1,588,206  1,546,383 
Adjusted Operating Income $ 49,826  $ 86,580 
Adjusted Operating Ratio 97.0  % 94.7  %
1     Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017
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12


Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
3    "Impairments" reflects the non-cash impairment:
•First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment).
•First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
4    "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•First quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements.
•First quarter 2025 legal expense reflects the increased estimated exposure for accrued legal matters based on recent settlement agreements.
5    "Severance expense" is included within "Salaries, wages, and benefits" in the condensed consolidated statements of comprehensive income.
6    "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed statements of comprehensive income.
Non-GAAP Reconciliation (Unaudited):
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1
Quarter Ended March 31,
2026 2025
(Dollars in thousands, except per share data)
GAAP: Net (loss) income attributable to Knight-Swift $ (1,317) $ 30,639 
Adjusted for:
Income tax (benefit) expense attributable to Knight-Swift (107) 10,303 
(Loss) income before income taxes attributable to Knight-Swift (1,424) 40,942 
Amortization of intangibles 2
19,042  19,628 
Impairments 3
882  28 
Legal accruals 4
600  261 
Severance expense 5
518  — 
Restructuring expense 6
200  — 
Adjusted income before income taxes 19,818  60,859 
Provision for income tax expense at effective rate 7
(5,556) (15,487)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 14,262  $ 45,372 
Note: Because the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
Quarter Ended March 31,
2026 2025
GAAP: (Loss) earnings per diluted share $ (0.01) $ 0.19 
Adjusted for:
Income tax (benefit) expense attributable to Knight-Swift —  0.06 
(Loss) income before income taxes attributable to Knight-Swift (0.01) 0.25 
Amortization of intangibles 2
0.12  0.12 
Impairments 3
0.01  — 
Legal accruals 4
—  — 
Severance expense 5
—  — 
Restructuring expense 6
—  — 
Adjusted income before income taxes 0.12  0.37 
Provision for income tax expense at effective rate 7
(0.03) (0.09)
Non-GAAP: Adjusted EPS $ 0.09  $ 0.28 
1Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net (loss) income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
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13


2Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7For the first quarter of 2026, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the first quarter of 2025, an adjusted effective tax rate of 25.4% was applied in our Adjusted EPS calculation to exclude certain discrete items.
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Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1

Quarter Ended March 31,
Truckload Segment 2026 2025
GAAP Presentation (Dollars in thousands)
Total revenue $ 1,202,166  $ 1,192,550 
Total operating expenses (1,165,108) (1,147,950)
Operating income $ 37,058  $ 44,600 
Operating ratio 96.9  % 96.3  %
Non-GAAP Presentation
Total revenue $ 1,202,166  $ 1,192,550 
Fuel surcharge (156,963) (144,256)
Intersegment transactions (96) (211)
Revenue, excluding fuel surcharge and intersegment transactions 1,045,107  1,048,083 
Total operating expenses 1,165,108  1,147,950 
Adjusted for:
Fuel surcharge (156,963) (144,256)
Intersegment transactions (96) (211)
Amortization of intangibles 2
(1,551) (1,775)
Impairments 3
(50) (28)
Legal accruals 4
—  (82)
Restructuring expense 5
(200) — 
Adjusted Operating Expenses 1,006,248  1,001,598 
Adjusted Operating Income $ 38,859  $ 46,485 
Adjusted Operating Ratio 96.3  % 95.6  %
1     Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
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15


Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)


Quarter Ended March 31,
LTL Segment
2026 2025
GAAP Presentation (Dollars in thousands)
Total revenue $ 368,364  $ 352,401 
Total operating expenses (371,929) (339,707)
Operating (loss) income $ (3,565) $ 12,694 
Operating ratio 101.0  % 96.4  %
Non-GAAP Presentation
Total revenue $ 368,364  $ 352,401 
Fuel surcharge (55,228) (47,143)
Revenue, excluding fuel surcharge 313,136  305,258 
Total operating expenses 371,929  339,707 
Adjusted for:
Fuel surcharge (55,228) (47,143)
Amortization of intangibles 2
(4,786) (5,027)
Adjusted Operating Expenses 311,915  287,537 
Adjusted Operating Income $ 1,221  $ 17,721 
Adjusted Operating Ratio 99.6  % 94.2  %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.
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16


Non-GAAP Reconciliation (Unaudited):
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued)
Quarter Ended March 31,
Logistics Segment 2026 2025
GAAP Presentation (Dollars in thousands)
Revenue $ 127,608  $ 141,621 
Total operating expenses (123,985) (136,478)
Operating income $ 3,623  $ 5,143 
Operating ratio 97.2  % 96.4  %
Non-GAAP Presentation
Revenue $ 127,608  $ 141,621 
Total operating expenses 123,985  136,478 
Adjusted for:
Amortization of intangibles 2
(1,164) (1,164)
Adjusted Operating Expenses 122,821  135,314 
Adjusted Operating Income $ 4,787  $ 6,307 
Adjusted Operating Ratio 96.2  % 95.5  %

Quarter Ended March 31,
Intermodal Segment 2026 2025
GAAP Presentation (Dollars in thousands)
Revenue $ 93,589  $ 91,103 
Total operating expenses (95,013) (92,915)
Operating loss $ (1,424) $ (1,812)
Operating ratio 101.5  % 102.0  %
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2    "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions.
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17



Non-GAAP Reconciliation (Unaudited):
Free Cash Flow 1
Quarter Ended March 31, 2026
GAAP: Cash flows from operations $ 142,540 
Adjusted for:
Proceeds from sale of property and equipment, including assets held for sale 44,434 
Purchases of property and equipment (130,037)
Non-GAAP: Free cash flow $ 56,937 
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
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18
EX-99.2 3 exhibit9223312026.htm KNIGHT-SWIFT FIRST QUARTER 2026 EARNINGS PRESENTATION exhibit9223312026
First Quarter 2026 Earnings April 22, 2026 Exhibit 99.2


 
2 This presentation, including documents incorporated herein by reference, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Please review our disclosures in filings with the United States Securities and Exchange Commission. Non-GAAP Financial Data This presentation includes the use of adjusted operating income, operating ratio, adjusted operating ratio, adjusted earnings per share, adjusted income before taxes and adjusted operating expenses, which are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). Each such measure is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors and lenders. While management believes such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. In addition, our use of these non-GAAP measures should not be interpreted as indicating that these or similar items could not occur in future periods. In addition, adjusted operating ratio excludes truckload and LTL segment fuel surcharges from revenue and nets these surcharges against fuel expense. Disclosure


 
3 LTL: $18.0M expense primarily from an adverse arbitration ruling on a 2022 claim Truckload: $4.1M discrete expense from an adverse Mexico VAT reimbursement decision for a prior tax year Weather & Fuel: $12.0M to $14.0M estimated impact from severe winter weather, reflecting volume disruption and higher fuel prices Warehousing: ~$11M impact from projects being deferred from Q1 to future quarters 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation (Adjusted Net Income / EPS uses normalized tax rate) Total Revenue 1.4% Revenue xFSC 0.3% Operating Income (57.1)% Adj. Operating Inc. 1 (42.5)% Net Income (104.3)% Adj. Net Income 1 (68.6)% Earnings Per Share (105.3)% Adj. EPS 1 (67.9)% Q1 impacted by one-time items; core operations remain well positioned as market improves ($0.01) Q1 2026 Comparative Results (1)


 
4 $1,045.1M $38.9M 96.3% ~15,100 irregular route and ~5,900 dedicated tractors $313.1M $1.2M 99.6% 178 service centers ~6,700 door count $127.6M $4.8M 96.2% Gross margin 16.6% $93.6M ($1.4M) 101.5% 595 tractors 12,511 containers 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes Trucking and LTL fuel Surcharge and intersegment transactions Q1 2026 Revenue Diversification Q1 2026 Segment Overview OTR 46% / Dedicated 17% LTL 19% Truckload 63% Revenue xFSC2 Adjusted Op Income1 Adjusted OR1 Truckload Less-than- Truckload Logistics Intermodal KNX 1.6B2


 
5 (Dollars in millions) Revenue xFSC $1,045.1 $1,048.1 (0.3 %) Operating income $37.1 $44.6 (16.9 %) Adjusted Operating Income 1 $38.9 $46.5 (16.4 %) Operating ratio 96.9% 96.3% 60 bps Adjusted Operating Ratio 1 96.3% 95.6% 70 bps Truckload Financial Metrics Average revenue per tractor $49,703 $47,838 3.9 % Average tractors 21,027 21,909 (4.0 %) Average trailers 2 82,288 85,928 (4.2 %) Miles per tractor 20,296 20,049 1.2 % Operating Performance - Truckload Truckload segment well positioned to capture developing market opportunities Q1 2026 Q1 2025 Change Truckload Operating Statistics Q1 2026 Q1 2025 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. 2 Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability. • Miles per tractor improved 1.2% year-over-year marking the 7th consecutive quarter of year-over-year improvement • U.S. Xpress improved Adjusted Operating Ratio 80 bps year- over-year and are now within 300 bps of the legacy truckload OR • Higher costs from winter weather, fuel escalation, and a $4.1M Mexico VAT decision headwinds • Operating fundamentals strengthened throughout the quarter


 
6 LTL shipments per day 23,112 23,349 (1.0 %) LTL weight per shipment 1,033 982 5.2 % LTL revenue xFSC per hundredweight $18.35 $18.48 (0.7 %) LTL revenue xFSC per shipment $189.52 $181.52 4.4 % Operating Performance - Less-Than-Truckload LTL revenue growth and mix improved despite quarter-specific cost pressures (Dollars in millions) Revenue xFSC $313.1 $305.3 2.6 % Operating (loss) income $(3.6) $12.7 (128.1 %) Adjusted Operating Income 1 $1.2 $17.7 (93.1 %) Operating ratio 101.0% 96.4% 460 bps Adjusted Operating Ratio 1 99.6% 94.2% 540 bps LTL Financial Metrics LTL Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. • Tonnage per day year-over-year increased 4.1% driven by weight per shipment growth. Tonnage momentum building through quarter with March up 7% year-over-year. • 540 bps year-over-year deterioration in OR primarily driven by $18.0M adverse claim development in the quarter • Expanded network footprint continued to support longer length of haul and improving freight mix Q1 2026 Q1 2025 Change Q1 2026 Q1 2025 Change


 
7 • Gross margin 16.6% down 150 bps year-over-year but improved 110 bps sequentially as strengthening spot opportunities partially offset contract pricing pressure • Revenue decreased 9.9% year-over-year, driven by an 18.9% decline in load count, partially offset by a 10.4% increase in revenue per load • Disciplined pricing and carrier qualification maintained, with power-only capabilities continuing to support a diversified freight portfolio and asset returns Operating Performance - Logistics Logistics gross margins improved sequentially amid lower volumes and pricing pressure (Dollars in millions) Revenue ex intersegment $127.6 $141.6 (9.9 %) Operating income $3.6 $5.1 (29.6 %) Adjusted Operating Income 1 $4.8 $6.3 (24.1 %) Operating ratio 97.2% 96.4% 80 bps Adjusted Operating Ratio 1 96.2% 95.5% 70 bps Logistics Financial Metrics Revenue per load $2,160 $1,956 10.4 % Gross margin 16.6% 18.1% (150 bps) Logistics Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Q1 2026 Q1 2025 Change Q1 2026 Q1 2025 Change


 
8 • Revenue increased 2.7% year-over-year, driven by 1.6% higher revenue per load and 1.2% load growth • Volumes continue to build as we move into Q2, resulting from strong contract wins as strong quarter exit rate with March load count up 8.4% year-over-year • Adjusted operating ratio improved 50 bps year-over-year to 101.5% Operating Performance - Intermodal Operational improvements and volume growth support positive momentum exiting Q1 (Dollars in millions) Revenue $93.6 $91.1 2.7 % Operating loss $(1.4) $(1.8) 21.4 % Operating ratio 101.5% 102.0% (50 bps) Intermodal Financial Metrics Average revenue per load $2,628 $2,587 1.6 % Load count 35,616 35,211 1.2 % Average tractors 595 622 (4.3 %) Average containers 12,511 12,546 (0.3 %) Intermodal Operating Statistics Q1 2026 Q1 2025 Change Q1 2026 Q1 2025 Change


 
9 • Warehousing was impacted by the deferral of projects from Q1 to future quarters, while related costs had already been incurred • Operating results reflect the inclusion of $5.2M of accounts receivable securitization costs previously reported in interest expense • All Other Segments includes $11.5M in quarterly amortization of intangibles related to the 2017 merger with Knight and Swift and certain acquisitions Operating Performance - All Other Segments Warehousing operations anticipating strong growth into Q2 (Dollars in millions) Revenue $81.2 $71.6 13.5 % Operating (loss) income ($7.1) $6.0 (217.7 %) All Other Financial Metrics Q1 2026 Q1 2025 Change


 
10 EPS Guidance Expect Adjusted EPS to be in the range of $0.45 - $0.49 in Q2 2026 Truckload •Revenue xFSC up low-single digit year-over-year in Q2 •Operating margins improving 100 to 200 bps year-over-year in Q2 Guidance Assumptions Less-than- Truckload •Revenue xFSC growth low-single digit growth year-over-year in Q2 •Adjusted Operating Ratio in the low 90s in Q2 Logistics •Load count up high-single to low-double digit % in Q2 •Adjusted Operating Ratio improving 150 - 250 basis points sequentially into Q2 •Revenue up low to-mid-single-digit % year-over-year in Q2 •Adjusted operating sequentially stable in Q2 Intermodal •All Other segments operating income, excluding the $11.5M quarterly intangible amortization, approx. $14M to $18M in Q2 which includes approximately $5M of AR securitization cost •Gain on sale to be in the range of $12M to $17M in Q2 •"Other income, net" below the line expected to be roughly $4M to $5M in Q2 •Net Interest Expense flat sequentially in Q2 •Net cash capital expenditures for the full year 2026 expected range of $600M - $650M •Effective tax rate on our adjusted results of approx. 25.5% to 26.5% for Q2 and the full year 2026 Other Areas


 
Appendix


 
12 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended March 31, 2026 2025 GAAP Presentation (Dollars in thousands) Total revenue $ 1,850,223 $ 1,824,362 Total operating expenses (1,821,639) (1,757,699) Operating income $ 28,584 $ 66,663 Operating ratio 98.5 % 96.3 % Non-GAAP Presentation Total revenue $ 1,850,223 $ 1,824,362 Truckload and LTL fuel surcharge (212,191) (191,399) Revenue, excluding truckload and LTL fuel surcharge 1,638,032 1,632,963 Total operating expenses 1,821,639 1,757,699 Adjusted for: Truckload and LTL fuel surcharge (212,191) (191,399) Amortization of intangibles 2 (19,042) (19,628) Impairments 3 (882) (28) Legal accruals 4 (600) (261) Severance expense 5 (518) — Restructuring expense 6 (200) — Adjusted Operating Expenses 1,588,206 1,546,383 Adjusted Operating Income $ 49,826 $ 86,580 Adjusted Operating Ratio 97.0 % 94.7 % Non-GAAP Reconciliation


 
13 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income. 3 "Impairments" reflects the non-cash impairment: • First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment). • First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment). 4 "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • First quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. • First quarter 2025 legal expense reflects the increased estimated exposure for accrued legal matters based on recent settlement agreements. 5 "Severance expense" is included within "Salaries, wages, and benefits" in the condensed consolidated statements of comprehensive income. 6 "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed statements of comprehensive income. Non-GAAP Reconciliation


 
14 1. Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7. For the first quarter of 2026, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the first quarter of 2025, an adjusted effective tax rate of 25.4% was applied in our Adjusted EPS calculation to exclude certain discrete items. Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Unaudited) Quarter Ended March 31, 2026 2025 (Dollars in thousands, except per share data) GAAP: Net (loss) income attributable to Knight-Swift $ (1,317) $ 30,639 Adjusted for: Income tax (benefit) expense attributable to Knight-Swift (107) 10,303 (Loss) income before income taxes attributable to Knight-Swift (1,424) 40,942 Amortization of intangibles 2 19,042 19,628 Impairments 3 882 28 Legal accruals 4 600 261 Severance expense 5 518 — Restructuring expense 6 200 — Adjusted income before income taxes 19,818 60,859 Provision for income tax expense at effective rate 7 (5,556) (15,487) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 14,262 $ 45,372 Non-GAAP Reconciliation


 
15 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended March 31, 2026 2025 GAAP: (Loss) earnings per diluted share $ (0.01) $ 0.19 Adjusted for: Income tax (benefit) expense attributable to Knight-Swift — 0.06 (Loss) income before income taxes attributable to Knight-Swift (0.01) 0.25 Amortization of intangibles 2 0.12 0.12 Impairments 3 0.01 — Legal accruals 4 — — Severance expense 5 — — Restructuring expense 6 — — Adjusted income before income taxes 0.12 0.37 Provision for income tax expense at effective rate 7 (0.03) (0.09) Non-GAAP: Adjusted EPS $ 0.09 $ 0.28 Note: Because the numbers reflected in the table above are calculated on a per share basis, they may not foot due to rounding. 1. Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7. For the first quarter of 2026, an adjusted effective tax rate of 28.0% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the first quarter of 2025, an adjusted effective tax rate of 25.4% was applied in our Adjusted EPS calculation to exclude certain discrete items. djusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Una di ) Non-GAAP Reconciliation


 
16 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended March 31, Truckload Segment 2026 2025 GAAP Presentation (Dollars in thousands) Total revenue $ 1,202,166 $ 1,192,550 Total operating expenses (1,165,108) (1,147,950) Operating income $ 37,058 $ 44,600 Operating ratio 96.9 % 96.3 % Non-GAAP Presentation Total revenue $ 1,202,166 $ 1,192,550 Fuel surcharge (156,963) (144,256) Intersegment transactions (96) (211) Revenue, excluding fuel surcharge and intersegment transactions 1,045,107 1,048,083 Total operating expenses 1,165,108 1,147,950 Adjusted for: Fuel surcharge (156,963) (144,256) Intersegment transactions (96) (211) Amortization of intangibles 2 (1,551) (1,775) Impairments 3 (50) (28) Legal accruals 4 — (82) Restructuring expense 5 (200) — Adjusted Operating Expenses 1,006,248 1,001,598 Adjusted Operating Income $ 38,859 $ 46,485 Adjusted Operating Ratio 96.3 % 95.6 % 1. Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2. "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition. 3. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. Non-GAAP Reconciliation


 
17 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended March 31, LTL Segment 2026 2025 GAAP Presentation (Dollars in thousands) Total revenue $ 368,364 $ 352,401 Total operating expenses (371,929) (339,707) Operating (loss) income $ (3,565) $ 12,694 Operating ratio 101.0 % 96.4 % Non-GAAP Presentation Total revenue $ 368,364 $ 352,401 Fuel surcharge (55,228) (47,143) Revenue, excluding fuel surcharge 313,136 305,258 Total operating expenses 371,929 339,707 Adjusted for: Fuel surcharge (55,228) (47,143) Amortization of intangibles 2 (4,786) (5,027) Adjusted Operating Expenses 311,915 287,537 Adjusted Operating Income $ 1,221 $ 17,721 Adjusted Operating Ratio 99.6 % 94.2 % 1. Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2. "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition. Non-GAAP Reconciliation


 
18 Quarter Ended March 31, Logistics Segment 2026 2025 GAAP Presentation (Dollars in thousands) Revenue $ 127,608 $ 141,621 Total operating expenses (123,985) (136,478) Operating income $ 3,623 $ 5,143 Operating ratio 97.2 % 96.4 % Non-GAAP Presentation Revenue $ 127,608 $ 141,621 Total operating expenses 123,985 136,478 Adjusted for: Amortization of intangibles 2 (1,164) (1,164) Adjusted Operating Expenses 122,821 135,314 Adjusted Operating Income $ 4,787 $ 6,307 Adjusted Operating Ratio 96.2 % 95.5 % Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) 1. Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2. "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions. Non-GAAP Reconciliation


 
19 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended March 31, Intermodal Segment 2026 2025 GAAP Presentation (Dollars in thousands) Revenue $ 93,589 $ 91,103 Total operating expenses (95,013) (92,915) Operating loss $ (1,424) $ (1,812) Operating ratio 101.5 % 102.0 % 1. Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. Non-GAAP Reconciliation