UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2018
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Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)
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Delaware
 
001-35007
 
20-5589597
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
           
20002 North 19th Avenue, Phoenix, Arizona
 
85027
(Address of principal executive offices)
 
(Zip Code)
           
     
(602) 269-2000
   
(Registrant's telephone number, including area code)
           
     
N/A
   
(Former name or former address, if changed since last report)
           
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company                  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
         


ITEM 7.01
REGULATION FD DISCLOSURE
On December 27, 2018, Knight-Swift Transportation Holdings Inc. (the “Company”) purchased 1,173,680 shares of the Company’s common stock from an entity controlled by Jerry Moyes, a former director of the Company. The shares were purchased for an aggregate purchase price of $29,318,526.40, or $24.98 per share. The per share purchase price represents a three cent per share discount from the closing price of the Company’s common stock on December 26, 2018. The Company purchased the shares under the $250.0 million share repurchase plan approved by the Company’s Board on June 1, 2018 (the “Knight-Swift Repurchase Plan”). Since its adoption and including the shares noted above, the Company has repurchased 5.9 million shares of its common stock for $179.3 million under the Knight-Swift Repurchase Plan, leaving $70.7 million available as of December 31, 2018.
The information in this Current Report is furnished under Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



       
Knight-Swift Transportation Holdings Inc.
       
(Registrant)
           
 
Date:
December 31, 2018
 
/s/ Adam W. Miller
       
Adam W. Miller
       
Chief Financial Officer