8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):

August 20, 2021

HEARTLAND EXPRESS, INC.

(Exact name of registrant as specified in its charter)

(319) 626-3600

Registrant's Telephone Number (including area code):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 August 20, 2021, Heartland Express, Inc. (the “Company”) announced that its Board of Directors had authorized the repurchase of up to 3,000,000 shares of its outstanding common stock in addition to the approximate 3,745,000 shares remaining under a prior authorization. The repurchase authorization does not have an expiration date and may be suspended or discontinued at any time without prior notice. A copy of the press release issued by the Company is attached as Exhibit 99.1.

Item 8.01. Other Events

On August 20, 2021, the Company announced the declaration of a quarterly cash dividend and a special cash dividend. A copy of the press release issued by the Company is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)     Exhibits

The information contained in Item 7.01 of this report and the portion of Exhibit 99.1 related to the repurchase authorization shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act:”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risk, uncertainties, and other factors that may affect future results.

SIGNATURE

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

EXHIBIT INDEX

Document

Exhibit 99.1

Friday, August 20, 2021, For Immediate Release

Press Release

Heartland Express, Inc. Declares Regular Quarterly Dividend, Special Dividend, and Announces Additional Share Repurchase Authorization

NORTH LIBERTY, IOWA - August 20, 2021 - The Board of Directors of Heartland Express, Inc. (Nasdaq: HTLD) (the “Company”) announced today the declaration of a regular quarterly cash dividend. The $0.02 per share dividend will be paid on October 1, 2021 to stockholders of record at the close of business on September 1, 2021. A total of approximately $1.6 million will be paid on the Company's 79.0 million shares of common stock. This is the Company's seventy-third consecutive quarterly cash dividend.

The Board of Directors also announced a special dividend of $0.50 per share. The $0.50 per share special dividend will also be paid on October 1, 2021 to stockholders of record at the close of business on September 1, 2021. No portion of the $0.50 special dividend is considered to be a return of capital. A total of approximately $39.5 million will be paid on the Company's 79.0 million shares of common stock as a result of the special dividend.

Stockholders will receive one check representing dividends paid under both the quarterly and special dividend. With the payment of these dividends, the Company will have paid a total of $534.9 million in cash dividends, including four special dividends, since the dividend program was implemented in the third quarter of 2003.

The Board of Directors also announced today the authorization for the repurchase of up to 3,000,000 shares of its outstanding common stock in addition to the approximate 3,745,000 shares remaining under a prior authorization. The shares may be repurchased on the open market or in privately negotiated transactions. The specific timing and amount of our future repurchases will be determined by market conditions, cash flow requirements, securities law limitations, and other factors. Repurchases may continue from time to time, as conditions permit, until the number of shares authorized to be repurchased have been acquired, or until the authorization to repurchase is terminated, whichever occurs first. The share repurchase authorization is discretionary and has no expiration date. The repurchase program may be suspended, modified, or discontinued at any time.

This press release may contain statements that might be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “seek,” “expects,” “estimates,” “anticipates,” “projects,” “believes,” “hopes,” “plans,” “goals,” “intends,” “may,” “might,” “likely,” “will,” “should,” “would,” “could,” “potential,” “predict,” “continue,” “strategy,” “future,” “outlook,” and similar terms and phrases. In this press release, the statements relating to future repurchases under the repurchase authorization, if any, are forward-looking statements. Such statements are based on management's belief or interpretation of information currently available. These statements and assumptions involve certain risks and uncertainties, and undue reliance should not be placed on such statements. Actual events may differ materially from those set forth in, contemplated by, or underlying such statements as a result of numerous factors, including, without limitation, those specified in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. The Company assumes no obligation to update any forward-looking statements, which speak as of their respective dates.

Contact:

Heartland Express, Inc.

Mike Gerdin, Chief Executive Officer

Chris Strain, Chief Financial Officer

319-626-3600