Business Wire·May 5, 2026, 7:25 AM ET

Knight-Swift Transportation Holdings Inc. Announces Proposed Private Placement of $1.0 Billion of Convertible Senior Notes

Knight-Swift Transportation Holdings Inc. intends to offer $1.0 billion in Convertible Senior Notes due 2031 via a private placement to qualified institutional buyers under Rule 144A.
Initial purchasers have an option to buy up to an additional $150 million of notes during a 13-day period following the initial issuance.
The notes will be general senior unsecured obligations with semiannual interest payments, while conversion terms regarding cash vs. stock are determined at pricing.
Net proceeds are expected to repay $300 million of the 2027 term loan, $400 million of the 2025 Term Loan A-1, fund capped call transactions, and reduce the revolving line of credit balance.
Knight-Swift will enter into capped call transactions to reduce potential dilution from stock conversion or offset excess cash payments, subject to a cap.
Option counterparties may trade the company's stock or derivatives to hedge positions, which could impact market prices or conversion values.
The notes and resulting shares are unregistered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption.
The offering is restricted to persons reasonably believed to be qualified institutional buyers.