Knight-Swift Plans to Offer $1 Billion Convertible Senior Notes

Knight-Swift Transportation Holdings it intends to offer, subject to market conditions and other factors, $1.0 billion aggregate principal amount of Convertible Senior Notes due 2031 in a private placement only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended. Knight-Swift also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150.0 million aggregate principal amount of the notes. The notes will be general senior unsecured obligations of Knight-Swift and will accrue interest payable semiannually in arrears. Upon conversion, Knight-Swift will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Knight-Swift's common stock or a combination of cash and shares of Knight-Swift's common stock, at Knight-Swift's election, in respect of the remainder, if any, of Knight-Swift's conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering. Knight-Swift expects to use the net proceeds from the offering to pay the cost of the capped call transactions described below, to repay all $300 million principal amount outstanding under its term loan due 2027, to repay $400 million of the $700 million principal amount outstanding under its term loan due 2030 and, to the extent of any remaining proceeds, to repay a portion of the principal amount outstanding under its revolving line of credit. If the initial purchasers exercise their option to purchase additional notes, Knight-Swift expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties, repay additional principal amounts outstanding under the Revolver, and, to the extent of any remaining proceeds, repay additional principal amounts outstanding under the 2025 Term Loan A-1.