ITEM 8.01 OTHER EVENTS

Knight-Swift Announces Share Repurchase Plan



On April 25, 2022, the Board of Directors (the "Board") of Knight-Swift
Transportation Holdings Inc., a Delaware corporation (the "Company"), approved
the repurchase of up to $350 million of the Company's outstanding common stock
(the "2022 Knight-Swift Repurchase Plan"). With the adoption of the 2022
Knight-Swift Repurchase Plan, the Company terminated the $250 million repurchase
plan previously approved by the Board in November 2020 (the "2020 Knight-Swift
Repurchase Plan"). Since its adoption, the Company purchased approximately
$207.2 million or 4.2 million shares, including approximately $149.9 million or
2.8 million shares during 2022, of its common stock under the 2020 Knight-Swift
Repurchase Plan, leaving less than $42.8 million in remaining purchase
authorization upon termination.

The Company intends to repurchase shares of common stock under the 2022
Knight-Swift Repurchase Plan when it is opportune to do so, using a variety of
methods, which may include but is not limited to open market purchases, block
trades, the implementation of a 10b5-1 plan, and/or any other available methods
in accordance with Securities and Exchange Commission and other applicable legal
requirements. The timing, prices, and volume of purchases will depend upon
prevailing stock prices, the Company's leverage ratio, general economic and
market conditions, and other considerations. The 2022 Knight-Swift Repurchase
Plan does not obligate the Company to repurchase or otherwise acquire any of its
common stock. The 2022 Knight-Swift Repurchase Plan may be suspended, modified,
or discontinued at any time and without notice, at the Board's discretion.

Knight-Swift Announces Quarterly Cash Dividend

On April 19, 2022 the Board declared a quarterly cash dividend of $0.12 per share of common stock. The dividend is payable to the Company's stockholders of record as of June 10, 2022, and is expected to be paid on June 27, 2022.




                   ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS


(d) Exhibits

Exhibit                     Description
  Exhibit 99                  Knight-Swift Transportation Holdings Inc.

press release dated April 25,


                            2022, announcing share repurchase plan and quarterly cash dividend
Exhibit 104                 Cover Page Interactive Data File (embedded

within the Inline XBRL document)





The information in this report and the exhibit hereto may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such
statements are subject to the safe harbor created by those sections and the
Private Securities Litigation Reform Act of 1995, as amended. All statements,
other than statements of historical or current fact, are statements that could
be deemed forward-looking statements, including, without limitation, statements
relating to our declaration of quarterly dividends. Forward-looking statements
are based on the current beliefs, assumptions, and expectations of management
and current market conditions. Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified,
which could cause future events and actual results to differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements. There can be no assurance that future dividends will be declared or
as to the timing or amount of repurchases. The declaration of future dividends
and future stock repurchases is subject to approval requirements and various
risks and uncertainties, including, but not limited to: our cash flow and cash
needs; compliance with applicable laws; restrictions under existing or future
financing arrangements; changes in tax laws relating to corporate dividends;
deterioration in our financial condition or results; and those risks,
uncertainties, and other factors identified from time-to-time in our filings
with the Securities and Exchange Commission. In Item 8.01 of this report, the
statements regarding the 2022 Knight-Swift Repurchase Plan are forward-looking
statements. Please refer to the last paragraph of the press release and 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.

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