8-K
HEARTLAND EXPRESS INC (HTLD)
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):
December 16, 2025
HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-15087 | 93-0926999 | |
|---|---|---|---|
| (State or other Jurisdiction | (Commission | (IRS Employer | |
| of Incorporation) | File Number) | Identification No.) | |
| 901 HEARTLAND WAY, | NORTH LIBERTY, | IA | 52317 |
| --- | --- | --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
(319) 645-7060
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | HTLD | NASDAQ |
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 8.01. OTHER EVENTS
On December 16, 2025, Heartland Express, Inc. (the “Company”) announced the declaration of a quarterly 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
(d) Exhibits
| EXHIBIT | |
|---|---|
| NUMBER | EXHIBIT DESCRIPTION |
| 99.1 | Press release issued by the Company on December 16, 2025, announcing the |
| declaration of a quarterly cash dividend. | |
| 104 | Cover Page Interactive Data File |
The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. 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 its behalf by the undersigned hereunto duly authorized.
| HEARTLAND EXPRESS, INC. | ||
|---|---|---|
| Date: | December 18, 2025 | By:/s/Christopher A. Strain |
| Christopher A. Strain | ||
| Vice President-Finance, | ||
| Treasurer and Chief Financial Officer |
Document
Exhibit 99.1
Tuesday December 16, 2025, For Immediate Release
Press Release
Heartland Express, Inc. Declares Regular Quarterly Dividend
NORTH LIBERTY, IOWA – December 16, 2025 - The Board of Directors of Heartland Express, Inc. (Nasdaq: HTLD) announced today the declaration of a regular quarterly cash dividend. The $0.02 per share dividend will be paid on January 7, 2026, to shareholders of record at the close of business on December 26, 2025. We currently estimate that a total of $1.6 million will be paid on the Company's approximate seventy-eight million shares of common stock. This is the Company's ninetieth consecutive quarterly cash dividend. With the payment of this dividend, the Company will have paid a total of $561.4 million in cash dividends, including four special dividends since the dividend program was implemented in the third quarter of 2003.
The press release may contain forward-looking statements, which are based on information currently available. These statements and assumptions involve certain risks and uncertainties. Actual events may differ from these expectations as specified from time to time in filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statement to the extent it becomes aware that it will not be achieved for any reason.
For further information contact
Michael J. Gerdin, CEO
Christopher A. Strain, CFO
Heartland Express, Inc.
319-645-7060