Knight-Swift raises $1.5B via convertible notes to refinance debt, adds dilution protection

Filed May 8, 2026 · Period ending May 5, 2026 · ~1 min read

Key Changes

• high

  Issued $1.5B of 1.00% convertible senior notes due 2031, convertible at $80.11/share (30% premium to $61.62 closing price). Notes can convert into up to 24.3M shares, representing potential dilution of existing shareholders.

  Item 1.01 verify on EDGAR →
• high

  Purchased $107.1M of capped call transactions to reduce shareholder dilution from conversion, with cap at $104.75/share (70% premium). Protects existing holders if stock rises significantly before 2031 maturity.

  Item 1.01 verify on EDGAR →
• high

  Using net proceeds to retire $1.36B of existing debt: $300M term loan due 2027, $436M of 2030 term loan, and $620M revolving credit. Refinancing replaces higher-cost debt with 1.00% notes, improving maturity profile.

  Item 1.01 verify on EDGAR →