KNX Filings — Knight-Swift Transportation Holdings Inc. - FilingSpy
KNX
Knight-Swift Transportation Holdings Inc.
A trucking giant that moves freight across North America through four businesses—full truckloads, less-than-truckload (LTL), logistics, and intermodal rail-and-truck shipping. It was born in 2017 when two Phoenix trucking firms, Knight Transportation and Swift Transportation, merged. The fun twist: the four cousins who founded Knight in 1990 all learned the trade at Swift before leaving to start their own company, making their later merger a family reunion of sorts.
An $18M LTL claims charge and $18.2M severance cost pushed Knight-Swift to a Q2 net loss, even as truckload rates rose 3.6%.
Knight-Swift posted a net loss in the second quarter as one-time charges overwhelmed a truckload pricing recovery. rose 1.4% to $1.85 billion, but fell 57.1% to $28.6 million and the company reported a net loss of $1.3 million, driven by an $18.0 million adverse LTL claims development and an $18.2 million severance charge for the former executive chairman. The truckload business is improving, but legacy costs are still dictating the .
Key takeaways
Consolidated fell 57.1% to $28.6 million, and swung to a $1.3 million loss, as an $18.0 million adverse claims development in the LTL and $18.2 million in severance costs for the former executive chairman overwhelmed a modest truckload recovery.
The LTL reported a of $3.6 million, reversing a profit a year ago, entirely because of the $18.0 million adverse claims charge related to a 2022 arbitration ruling; excluding fuel surcharge grew 2.6% on higher weight per shipment and length of haul.
Section summaries
Management's Discussion and Analysis
Knight-Swift's H1 2026 operating income fell 4.2% to $133.4M as Truckload gains were offset by LTL claims, severance, and All Other losses.
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Truckload improved 150 to 93.6% in H1 2026, driven by a 3.6% increase in per loaded mile, excluding fuel surcharge.
The Truckload 's improved 150 in the first half to 93.6%, driven by a 3.6% increase in per loaded mile excluding fuel surcharge, though fell 16.4% partly due to a $4.1 million charge for an adverse VAT reimbursement decision in Mexico.
The All Other Segments swung to a $17.5 million operating loss in the first half, largely from the $18.2 million severance charge and $11.0 million in costs tied to a new program.
The weekly average diesel price rose to $5.33 per gallon in Q2 2026 from $3.56 a year ago, raising operating costs despite fuel surcharge programs, and the company noted it cannot predict the extent to which surcharges will offset future increases.
The company issued $1.5 billion in 1.0% due 2031, which helped reduce by $27.1 million in the first half, but introduces potential and liquidity risks if the notes are converted.
What changed
The Q1 2026 filing flagged the $18.0 million LTL adverse claims development as a one-time event to watch; it did not recur in Q2, but the 's persisted, confirming the charge was contained to the first quarter.
Truckload improved to 93.6% in the first half, a clear step forward from the 95.4% reported in the first nine months of 2025 and the 97.0% full-year 2025 result, indicating the rate recovery flagged in early 2025 is gaining traction.
The All Other Segments swung to a $17.5 million loss in the first half, a reversal from the $24.4 million profit reported in the first nine months of 2025, driven by the $18.2 million severance charge that was not previously flagged as a known liability.
Full-year 2026 net capital expenditure was set at $600 million to $650 million, an increase from the $475 million to $525 million range in 2025, with a shift toward purchasing rather than leasing equipment, which will raise but could lower long-term operating costs.
What to watch
Truckload in Q3 2026, to see whether the projected 650–750 improvement materializes and pushes the ratio toward the low 90s.
LTL in Q3 2026, to gauge whether the can achieve the low-90s target management set, after the $18.0 million claims charge cleared and shipment growth continues.
Diesel fuel prices and the effectiveness of fuel surcharge recovery, with the weekly average price at $5.33 per gallon in Q2 2026, up from $3.56 a year ago, to assess whether the lag effect of surcharge programs compresses margins.
Convertible note and liquidity risk, as the $1.5 billion in 1.0% notes due 2031 could trigger cash settlement obligations or stock dilution if the conditional conversion feature is activated.
LTL H1 2026 fell 41.7% to $18.1M, primarily due to an $18.0M adverse claims development from a 2022 arbitration ruling.
All Other Segments swung to a $17.5M operating loss in H1 2026, largely from an $18.2M charge for the former executive chairman and $11.0M in AR securitization costs.
Consolidated decreased $27.1M in H1 2026, benefiting from lower average debt balances and the issuance of $1.5B in 1.0% convertible notes due 2031.
Full-year 2026 net cash are expected to be $600M–$650M, with a focus on purchasing rather than leasing equipment.
Q3 2026 outlook projects Truckload to improve 650–750 and LTL Adjusted Operating Ratio in the low 90s.
Quantitative and Qualitative Disclosures About Market Risk
Other than as disclosed below, there have been no material changes from the market risks discussed in the section entitled "Quantitative and Qualitative Disclosures About Market Risk" set forth in Part II, Item 7A of our 2025 Annual Report. Commodity Price Risk We have commodity…
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Other than as disclosed below, there have been no material changes from the market risks discussed in the section entitled "Quantitative and Qualitative Disclosures About Market Risk" set forth in Part II, Item 7A of our 2025 Annual Report.
Commodity Price Risk
We have commodity exposure with respect to fuel used in company-owned tractors. Increases in fuel prices would raise our operating costs, even after applying fuel surcharge revenue. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The weekly average diesel price per gallon in the US increased to an average of $5.33 per gallon for the second quarter of 2026 from an average of $3.56 per gallon for the second quarter of 2025. The weekly average diesel price per gallon in the US increased to an average of $4.73 per gallon for year-to-date June 30, 2026 from $3.59 for year-to-date June 30, 2025. We cannot predict the extent or speed of potential changes in fuel price levels in the future, the degree to which the lag effect of our fuel surcharge programs will impact us as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset such increases. We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility.
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Table of Contents Glossary of Terms
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Information about our legal proceedings is included in Note 9 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended June 30, 2026, and is incorporated by reference herein.
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Information about our legal proceedings is included in Note 9 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended June 30, 2026, and is incorporated by reference herein.
Risks center on the company's ability to service and settle its substantial convertible debt and the potential adverse effects of its 2031 Notes and related capped calls.
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The company may not generate sufficient cash flow to service its substantial debt, including the 2031 Notes, potentially forcing asset sales, restructuring, or financing.
A fundamental change or triggered conversion of the 2031 Notes could require significant cash payments that the company may be unable to make, leading to a default under its debt agreements.
If the conditional conversion feature of the 2031 Notes is triggered, the company could face adverse liquidity impacts from cash settlements and a material reduction in reported from reclassifying the debt as a current liability.
Conversion of the 2031 Notes may dilute existing stockholders' ownership and the existence of the notes could encourage short selling, potentially depressing the company's stock price.
The 2026 Capped Calls intended to offset from the 2031 Notes may not be effective, and the company faces if the financial institutions involved default or fail to perform.