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): October 28, 2025

PAMT CORP

(Exact name of registrant as specified in its charter)

Nevada	0-15057	71-0633135
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (479) 361-9111

N/A
(Former name or former address, if changed since last report)

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 13c-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, $.01 par value	PAMT	NASDAQ Global Market

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. ☐

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The information contained in this report and the exhibit hereto 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information herein (including the exhibit hereto) may contain "forward-looking statements" that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and otherwise may be protected. 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 may differ from those anticipated by forward-looking statements.

Please refer to the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission for information concerning risks, uncertainties and other factors that may affect future results.

Item 2.02	Results of Operations and Financial Condition.

On October 28, 2025, PAMT CORP issued a news release announcing its financial results for the third quarter ended September 30, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

99.1	News release issued by the Registrant on October 28, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.

		PAMT CORP
		(Registrant)
Date: October 31, 2025	By:	/s/ Daniel C. Kleine
		Daniel C. Kleine<br><br> <br>Senior Vice President of Finance and Treasurer

ex_880098.htm

Exhibit 99.1

PAMT CORP

ANNOUNCES RESULTS FOR THE THIRD QUARTER

ENDED SEPTEMBER 30, 2025

Third Quarter 2025 Summary Results

●	Total revenues of $150.3 million, down 17.7% YoY
●	Operating loss of $5.7 million
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●	Operating ratio of 103.8%
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●	Diluted loss per share of $0.27
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Tontitown, Arkansas, October 28, 2025...... PAMT CORP (NASDAQ: PAMT) (“we” or the “Company”) today reported consolidated net loss of $5.6 million, or diluted and basic loss per share of $0.27, for the quarter ended September 30, 2025. These results compare to consolidated net income of $2.4 million, or diluted and basic earnings per share of $0.11, for the quarter ended September 30, 2024.

Operating revenues decreased 17.7% to $150.3 million for the third quarter of 2025 when compared to $182.6 million for the third quarter of 2024.

Liquidity, Capitalization, and Cash Flow

As of September 30, 2025, we had an aggregate of $175.4 million of cash, marketable equity securities, and available liquidity under our line of credit and $239.5 million of stockholders’ equity. Outstanding debt was $342.4 million as of September 30, 2025, which represents a $16.9 million increase from December 31, 2024. During the first three quarters of 2025, we generated $23.1 million in operating cash flow.

About PAMT CORP

PAMT CORP is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico through its gateways in Laredo and El Paso, Texas, under agreements with Mexican carriers.

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Forward-Looking Statements

Certain information included in this document contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; general inflation, recessionary economic cycles and downturns in customers' business cycles; a significant reduction in or termination of the Company's trucking service by a key customer, including as a result of recent or future labor or international trade disruptions; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment; the price and availability of new equipment consistent with anticipated acquisitions and replacement plans; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, rules regarding the classification of independent contractors as employees, tariffs, import/export, trade and immigration regulations or policies; potential economic, business or operational disruptions or uncertainties that may result from any future public health crises; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether due to new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.

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PAMT CORP<br><br> <br>Key Financial and Operating Statistics<br><br> <br>(unaudited)
	Quarter Ended September 30,						Nine Months Ended September 30,
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	2025			2024			2025			2024
	(in thousands, except earnings per share)						(in thousands, except earnings per share)
Revenue, before fuel surcharge	$	132,948		$	160,799		$	403,455		$	481,980
Fuel surcharge		17,316			21,778			53,285			66,136
Operating Revenue		150,264			182,577			456,740			548,116
Operating expenses and costs:
Salaries, wages and benefits		39,677			44,736			121,342			132,559
Operating supplies and expenses		29,115			34,982			89,529			105,002
Rent and purchased transportation		61,512			73,129			189,351			221,210
Depreciation		19,805			17,741			64,119			55,381
Insurance and claims		5,047			4,768			14,995			15,093
Other		4,822			5,121			14,806			18,052
Gain on disposition of equipment		(4,003	)		(209	)		(11,431	)		(109	)
Total operating expenses and costs		155,975			180,268			482,711			547,188
Operating (loss)/income		(5,711	)		2,309			(25,971	)		928
Interest expense		(4,479	)		(2,936	)		(12,553	)		(9,104	)
Non-operating income		2,528			3,744			7,277			7,891
(Loss)/income before income taxes		(7,662	)		3,117			(31,247	)		(285	)
Income tax (benefit)/expense		(2,075	)		705			(7,891	)		(68	)
Net (loss)/income	$	(5,587	)	$	2,412		$	(23,356	)	$	(217	)
Diluted (loss)/earnings per share	$	(0.27	)	$	0.11		$	(1.10	)	$	(0.01	)
Average shares outstanding – Diluted		20,926			21,825			21,305			21,911
	Quarter Ended September 30,						Nine Months Ended September 30,
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	2025			2024			2025			2024
Truckload Operations
Total miles (in thousands) (1)		41,521			46,503			123,092			136,397
Operating ratio (2)		106.7	%		100.5	%		110.1	%		102.8	%
Empty miles factor		8.07	%		8.89	%		8.66	%		8.82	%
Revenue per total mile, before fuel surcharge (1)	$	2.06		$	2.10		$	2.05		$	2.10
Total loads		93,853			106,061			284,185			319,081
Revenue per truck per workday	$	689		$	751		$	686		$	724
Revenue per truck per week	$	3,443		$	3,757		$	3,428		$	3,620
Average company-driver trucks		1,568			1,820			1,605			1,842
Average owner operator trucks		501			481			506			455
Logistics Operations
Total revenue (in thousands)	$	41,759		$	50,190		$	127,012		$	162,618
Operating ratio		99.1	%		94.3	%		98.6	%		94.0	%

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PAMT CORP<br><br> <br>Condensed Consolidated Balance Sheets<br><br> <br>(unaudited)
	September 30,			December 31,
	2025			2024
	(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	68,760		$	68,060
Trade accounts receivable, net		76,257			79,967
Other receivables		5,492			4,854
Inventories		2,272			2,433
Prepaid expenses and deposits		8,033			11,555
Marketable equity securities		46,802			42,620
Income taxes refundable		2,526			2,281
Total current assets		210,142			211,770
Property and equipment		783,916			836,490
Less: accumulated depreciation		282,625			309,272
Total property and equipment, net		501,291			527,218
Other non-current assets		3,814			2,666
Total Assets	$	715,247		$	741,654
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,058		$	31,198
Accrued expenses and other liabilities		15,721			14,569
Current portion of long-term debt		68,831			73,017
Total current liabilities		117,610			118,784
Long-term debt, net of current portion		273,596			252,565
Deferred income taxes		84,030			92,547
Other long-term liabilities		499			250
Total liabilities		475,735			464,146
STOCKHOLDERS’ EQUITY
Common stock		224			224
Additional paid-in capital		41,459			41,171
Treasury stock, at cost		(28,924	)		(13,996	)
Retained earnings		226,753			250,109
Total stockholders’ equity		239,512			277,508
Total liabilities and stockholders’ equity	$	715,247		$	741,654

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1)	Excludes miles driven by third party power only carriers.
2)	The Truckload Operations operating ratio has been calculated based upon total operating expenses, net of fuel surcharge, as a percentage of revenue, before fuel surcharge. We used revenue, before fuel surcharge, and operating expenses, net of fuel surcharge, because we believe that eliminating this sometimes volatile source of revenue affords a more consistent basis for comparing our results of operations from period to period.
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FROM: PAMT CORP

P.O. BOX 188

Tontitown, AR 72770

Daniel C. Kleine

(479) 361-9111