htld-20260325
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):
March 25, 2026
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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-15087 | 93-0926999 | ||||||
| (State of 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) 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:
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 25, 2026, Dr. Benjamin J. Allen, a member of the Board of Directors (the “Board”) of Heartland Express, Inc. (the “Company”), notified the Company of his decision not to stand for re-election at the Company's 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Dr. Allen will continue to serve on the Board, as well as Chairperson of the Compensation Committee and as a member of the Audit and Risk Committee, until the Annual Meeting. Dr. Allen’s decision to not stand for re-election at the Annual Meeting was not the result of any disagreement with management or the Board or related to the Company's operations, policies, or practices. The Company thanks Dr. Allen for his dedicated service over the last 31 years.
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.
| HEARTLAND EXPRESS, INC. | ||||||||||||||
| Date: | March 31, 2026 | By:/s/Christopher A. Strain | ||||||||||||
| Christopher A. Strain | ||||||||||||||
| Vice President-Finance, | ||||||||||||||
| Treasurer and Chief Financial Officer | ||||||||||||||