Knight-Swift Transportation Holdings Inc. (KNX): debt financing — Knight-Swift closes $1.5B convertible note offering at 1.00% due 2031; proceeds used to repay term loans and revolver

Knight-Swift Transportation Holdings Inc.

Issued $1.5B total principal of 1.00% Convertible Senior Notes due Nov. 15, 2031; initial conversion price ~$80.11/share (30% premium over $61.62).
Net proceeds ~$1.46B after discounts/expenses; used $107.1M for capped call with cap price ~$104.75/share to reduce dilution.
Repaid $300M term loan due 2027, $436M of term loan due 2030, and $620M revolver balance using proceeds.
Holder conversion triggers include stock price >=130% of conversion price for 20 of 30 trading days, or other conditions.
Company may redeem notes after May 21, 2029 if stock price >=130% of conversion price for 20 of 30 days.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Knight-Swift Transportation Holdings Inc. incurred convertible notes of $1.5 billion aggregate principal amount with U.S. Bank Trust Company, National Association at 1.00% per year maturing November 15, 2031.

Instrument: convertible notes
Principal: $1.5 billion aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: 1.00% per year
Maturity: November 15, 2031
Event: incurrence

Exact text from the filing

On May 8, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") completed its previously announced private offering (the "Offering") of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Knight-Swift Transportation Holdings Inc. issued convertible note to initial purchasers for $1.5 billion aggregate principal amount.

Security: convertible note
Purchaser: initial purchasers
Consideration: $1.5 billion aggregate principal amount

Exact text from the filing

On May 8, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") completed its previously announced private offering (the "Offering") of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031 (the "Notes"), including the exercise in full of the initial purchasers' option to purchase up to an additional $200.0 million principal amount of the Notes.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Knight-Swift Transportation Holdings Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1.5 billion aggregate principal amount (effective 2026-05-08).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1.5 billion aggregate principal amount
Effective: 2026-05-08

Exact text from the filing

On May 8, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") completed its previously announced private offering (the "Offering") of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031 (the "Notes"), including the exercise in full of the initial purchasers' option to purchase up to an additional $200.0 million principal amount of the Notes.

View on SEC.gov

41 debt financings filed in the last 30 days. Browse all debt financings →

Knight-Swift Transportation Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001492691-26-000042

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