What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-03 compared with 2025-02-18 · 132 added, 184 removed, 702 unchanged (31% of the section changed)

35 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

In July 2011, a Special Meeting of Stockholders of Heartland Express, Inc.

was held, at which meeting the approval of the Heartland Express, Inc.

2011 Restricted Stock Award Plan (the “2011 Plan”) was ratified.

The 2011 Plan authorized the issuance of up to 0.9 million shares and is administered by the Compensation Committee of our Board of Directors (the “Committee”).

In accordance with and subject to the provisions of the 2011 Plan, the Committee has the authority to determine all provisions of awards of restricted stock, including, without limitation, the employees who will receive awards, the number of shares awarded to individual employees, the time or times when awards will be granted, restrictions and other conditions (including, for example, the lapse of time) to which the vesting of awards may be subject, and other terms and conditions and form of agreement to be entered into by us and employees subject to awards of restricted stock.

Per the terms of the awards, employees receiving awards will have all of the rights of a stockholder with respect to the unvested restricted shares including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time and the right to vote such shares at any meeting of our stockholders.

The following table summarizes, as of December 31, 2024, information about the 2011 Plan:

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Stock Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plan approved by stockholders 2,000 — —

Total 2,000 — —

Column (a) represents unvested restricted stock awards outstanding under the 2011 Plan as of December 31, 2024.

The weighted average stock price on the date of grant for outstanding restricted stock awards was $16.11, which is not reflected in column (b), because restricted stock awards do not have an exercise price.

Column (c) represents the maximum aggregate number of shares of restricted stock that can be issued under the 2011 Plan as of December 31, 2024.

In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc.

29 unchanged sentences

EXHIBIT INDEX

Stock Purchase Agreement dated May 31, 2022, by and among, Smith Transport, Inc.

Employee Stock Ownership Plan and Trust, Smith Transport, Inc., Heartland Express Inc.

of Iowa, Heartland Express, Inc., in its capacity as guarantor, and Todd Smith, in his capacity as Sellers’ Representative.

Incorporated by reference to Exhibit 2.1 to the Company’s Form 10-Q for the quarter ended June 30, 2022.

Stock Purchase Agreement, dated August 21, 2022, by and among TForce US Holdco, Inc., TForce TL Holdings USA, Inc., Heartland Express, Inc.

of Iowa, and Heartland Express, Inc.

Incorporated by reference to Exhibit 2.2 of the Company's Form 10-Q for the quarter ended September 30, 2022.

Articles of Incorporation, as amended.

18 unchanged sentences

Insider Trading Policy.

Incorporated by reference to Exhibit 19 to the Company’s Form 10-K for the year ended December 31, 2024.

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

19 unchanged sentences

HEARTLAND EXPRESS, INC.

February 18, 2025 By:

March 2, 2026 By:

/s/ Michael J.

8 unchanged sentences

/s/ Michael J.

Gerdin Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) February 18, 2025

Gerdin Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) March 2, 2026

/s/ Christopher A.

Strain Vice President of Finance, Treasurer, and Chief Financial Officer (Principal Accounting and Financial Officer) February 18, 2025

Strain Vice President of Finance, Treasurer, and Chief Financial Officer (Principal Accounting and Financial Officer) March 2, 2026

Christopher A.

/s/ Benjamin J.

Allen Director February 18, 2025

Allen Director March 2, 2026

/s/ Amanda M.

Hupfeld Director March 2, 2026

/s/ Brenda M.

Lantz Director February 18, 2025

Millis Director February 18, 2025

Lantz Director March 2, 2026

Millis Director March 2, 2026

/s/ Brenda S.

Neville Director February 18, 2025

Pratt Director February 18, 2025

Neville Director March 2, 2026

Pratt Director March 2, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

5 unchanged sentences

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 18, 2025 expressed an unqualified opinion.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 2, 2026 expressed an unqualified opinion.

Basis for opinion

18 unchanged sentences

The actual cost to settle self-insured claim liabilities may differ from the Company’s reserve estimates due to legal costs, claims that have been incurred but not reported, and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim.

We identified the estimation of the auto liability claims accrual subject to self-insured retention of $2.0 million or greater as a critical audit matter.

Auto liability unpaid claims liabilities are determined by projecting the estimated ultimate loss related to a

claim, less actual costs paid to date.

We identified the estimation of the Heartland auto liability claims accrual subject to self-insured retention of $2.0 million or greater as a critical audit matter.

Auto liability unpaid claims liabilities are determined by projecting the estimated ultimate loss

related to a claim, less actual costs paid to date.

These estimates rely on the assumption that historical claim patterns are an accurate representation of future claims that have been incurred but not completely paid.

7 unchanged sentences

Tulsa, Oklahoma

February 18, 2025

March 2, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 18, 2025 expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 2, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

14 unchanged sentences

Tulsa, Oklahoma

February 18, 2025

March 2, 2026

HEARTLAND EXPRESS, INC.

74 unchanged sentences

Depreciation and amortization 159,198 181,523 199,039

Impairment of trade name 18,991 — —

Other operating expenses 45,662 57,173 66,393

29 unchanged sentences

Balance, December 31, 2023 907 4,527 1,060,094 ( 200,268 ) 865,260

Net income — — 14,775 — 14,775

Net loss — — ( 29,722 ) — ( 29,722 )

Dividends on common stock, $0.08 per share — — ( 6,291 ) — ( 6,291 )

Repurchases of common stock — — — ( 7,281 ) ( 7,281 )

Stock-based compensation, net of tax — ( 1,352 ) — 1,985 633

Balance, December 31, 2024 907 3,175 1,024,081 ( 205,564 ) 822,599

Net income — — ( 29,722 ) — ( 29,722 )

Net loss — — ( 52,453 ) — ( 52,453 )

Dividends on common stock, $0.08 per share — — ( 6,223 ) — ( 6,223 )

13 unchanged sentences

Depreciation and amortization 159,198 181,523 199,039

Impairment of trade name 18,991 — —

Deferred income taxes ( 25,152 ) ( 30,199 ) ( 18,081 )

11 unchanged sentences

Purchases of property and equipment, net of trades ( 156,168 ) ( 109,536 ) ( 208,596 )

Acquisition of business, net of cash acquired — — ( 675,852 )

Change in other assets 251 4 3,410

2 unchanged sentences

Cash dividends paid ( 6,243 ) ( 4,721 ) ( 6,322 )

Proceeds from issuance of long-term debt — — 447,343

Shares withheld for employee taxes related to stock-based compensation ( 365 ) ( 407 ) ( 290 )

1 unchanged sentence

Repurchases of common stock ( 10,395 ) ( 7,281 ) —

Net cash (used in) provided by financing activities ( 112,713 ) ( 120,690 ) 359,257

Net decrease in cash and cash equivalents ( 14,904 ) ( 23,290 ) ( 109,289 )

Net cash used in financing activities ( 58,153 ) ( 112,713 ) ( 120,690 )

Net increase (decrease) in cash and cash equivalents 5,161 ( 14,904 ) ( 23,290 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

5 unchanged sentences

Noncash investing and financing activities:

Fair value of revenue equipment traded $ — $ — $ 428

Purchased property and equipment in accounts payable $ 10,734 $ 3,307 $ 3,912

19 unchanged sentences

of Iowa, Heartland Express Services, Inc., Heartland Express Maintenance Services, Inc.

("Heartland Express"), and Midwest Holding Group, LLC and Millis Transfer, LLC ("Millis Transfer"), and Smith Transport, LLC ("Smith Transport"), and CFI entities, Transportation Resources, Inc.

and Contract Freighters, Inc.

(collectively with certain Mexican entities, "CFI").

(collectively, "Heartland Express"), and Midwest Holding Group, LLC and Millis Transfer, LLC (together, "Millis Transfer"), and Smith Transport, LLC ("Smith Transport"), and certain Mexican entities.

Effective December 31, 2025, we integrated and rebranded U.S.

operations of Contract Freighters, Inc.

("CFI") into Heartland Express.

Effective December 31, 2024, Franklin Logistics, LLC was merged into Smith Transport, LLC.

4 unchanged sentences

were converted to Smith Transport, LLC and Franklin Logistics, LLC, respectively.

On May 31, 2022, Heartland Express, Inc.

of Iowa acquired Smith Transport, a truckload carrier headquartered in Roaring Spring, Pennsylvania.

On August 31, 2022, Heartland Express, Inc.

of Iowa acquired CFI's non-dedicated U.S.

dry van and temperature-controlled truckload business located in Joplin, Missouri, and certain Mexican entities (collectively "CFI Logistica") operations located in Mexico.

We, together with our subsidiaries, are a short, medium, and long-haul truckload carrier and transportation services provider.

8 unchanged sentences

Segment Information

We provide truckload services across the United States (U.S.), Mexico, and parts of Canada.

We primarily provide nationwide asset-based dry van truckload service for major shippers across the United States, along with cross-border freight and other transportation services offered through third party partnerships in Mexico.

These truckload services are primarily asset-based transportation services in the dry van truckload market, and we also offer truckload temperature-controlled transportation services and Mexico logistics services, which are not significant to our operations.

13 unchanged sentences

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

At December 31, 2024, the Company had deposits over the the FDIC insured limit, with the largest excess at any financial institution amounting to $ 5.4 million in excess of the FDIC insured limit.

At December 31, 2025, the Company had deposits over the FDIC insured limit, with the largest excess at any financial institution amounting to $ 13.5 million in excess of the FDIC insured limit.

At December 31, 2025 and 2024, restricted and designated cash and investments totaled $ 13.0 million and $ 13.5 million, respectively.

1 unchanged sentence

At December 31, 2024, $ 0.3 million was included in other current assets and $ 13.2 million was included in other non-current assets in the consolidated balance sheets.

The restricted and designated funds represent deposits required by state agencies for self-insurance purposes and funds that are earmarked for a specific purpose and not for general business use.

The restricted and designated funds represent funds that are earmarked for a specific purpose and not for general business use.

Fixed income investments of $ 0.2 million and $ 0.9 million at December 31, 2025 and 2024, respectively, are stated at amortized cost, are classified as held-to-maturity and are included in restricted cash in other assets presented as non-current.

The fixed income securities have maturities ranging from June 2025 to December 2029.

The fixed income securities have maturities ranging from March 2026 to July 2028.

Investment income on our mix of held-to-maturity fixed income investments is primarily exempt from federal income taxes and is recognized as earned.

25 unchanged sentences

We periodically evaluate property and equipment and amortizable intangible assets for impairment upon the occurrence of events or changes in circumstances that indicate the carrying amount of assets may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the group.

If such assets are considered to be impaired, the impairment to be recognized is

measured by the amount over which the carrying amount of the assets exceeds the fair value of the assets.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset group to future net undiscounted cash flows

expected to be generated by the group.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount over which the carrying amount of the assets exceeds the fair value of the assets.

On December 9, 2025, the Company announced the integration of the U.S.

operations of CFI into Heartland Express.

This change in facts and circumstances was a triggering event for evaluation of the CFI trade name intangible valuation.

In addition to the evaluation of the specific CFI trade name asset, we also tested goodwill and indefinite lived intangible assets for impairment coinciding with the triggering event.

As a result of the integration and rebranding of the U.S.

operations of CFI into Heartland Express we recognized a CFI trade name impairment of $ 19.0 million during the year ended December 31, 2025.

The fair value measurement of the CFI trade name required use of level 3 inputs utilizing the relief from royalty valuation measurement approach.

There were no impairment charges recognized during the years ended December 31, 2024, and 2023.

6 unchanged sentences

Goodwill is not subject to amortization and is tested for impairment, together with indefinite lived intangible assets, annually and whenever events or changes in circumstances indicate that impairment may have occurred.

The Company performs its annual impairment test as of September 30.

The Company has performed its annual impairment test as of October 1, however beginning with the year ending December 31, 2026 the Company has elected to change its annual impairment test to November 1.

This change is desirable as it will result in the analysis occurring closer to our fiscal year end.

Also, as a result of the December 9, 2025 announcement of the integration of U.S.

operations of CFI into Heartland Express we had an impairment triggering event of the CFI trade name intangible valuation.

In addition to the evaluation of the specific CFI trade name asset, we also tested goodwill and indefinite lived intangible assets for impairment coinciding with the triggering event.

As a result changing our annual impairment analysis date to November 1 will still ensure that less than 12 months will pass between annual impairment testing dates.

The Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of each reporting unit is less than its carrying amount, including goodwill.

If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of each reporting unit is less than its carrying amount, then the Company performs a full fair value assessment of identifiable net assets to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any.

As of September 30, 2024, the Company’s assessment of qualitative factors informed its conclusion that a goodwill impairment did not occur.

As of October 1, 2025, the Company’s assessment of qualitative factors informed its conclusion that a goodwill impairment did not occur.

The significant qualitative factors considered include the Company’s continued strong cash flow.

Our reporting units had fair value in excess of their carrying value.

Management determined that no impairment charge was required for the years ended December 31, 2024, 2023, and 2022.

Management determined that no goodwill impairment charge was required for the years ended December 31, 2025, 2024, and 2023.

Other Intangibles, Net

Other intangibles, net consists of a tradename, covenants not to compete, and customer relationships.

Other intangibles, net consists of a trade name, covenants not to compete, and customer relationships.

All intangible assets determined to have finite lives are amortized over their estimated useful lives.

1 unchanged sentence

We periodically evaluate both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable in addition to our annual impairment test discussed in the Goodwill section above.

Management determined that no intangible impairment charge was required for the years ended December 31, 2024, 2023, and 2022.

See Note 5 for additional information regarding intangible assets.

As a result of the integration and rebranding of the U.S.

operations of CFI into Heartland Express we recognized a CFI trade name impairment of $ 19.0 million during the year ended December 31, 2025.

Management determined that no impairment charge was required for the years ended December 31, 2024, and 2023.

Insurance Accruals

We are self-insured for auto liability, cargo loss and damage, bodily injury and property damage ("BI/PD"), and workers’ compensation.

Insurance accruals reflect the estimated cost of claims, including estimated loss and loss adjustment expenses incurred but not reported, and not covered by insurance.

Insurance accruals reflect the estimated cost of claims, including estimated loss and loss adjustment expenses

incurred but not reported, and not covered by insurance.

Accident and workers’ compensation accruals are based upon individual case estimates, including reserve development, and estimates of incurred-but-not-reported losses based upon our own historical experience and industry claim trends.

32 unchanged sentences

Diluted loss per share $ ( 52,453 ) 77,935 $ ( 0.67 )

Net Income (numerator) Shares (denominator) Per Share Amount

Basic earnings per share $ 14,775 79,010 $ 0.19

Net Loss (numerator) Shares (denominator) Per Share Amount

Basic loss per share $ ( 29,722 ) 78,733 $ ( 0.38 )

Effect of restricted stock — 42

Diluted earnings per share $ 14,775 79,079 $ 0.19

Diluted loss per share $ ( 29,722 ) 78,775 $ ( 0.38 )

Net Income (numerator) Shares (denominator) Per Share Amount

18 unchanged sentences

New Accounting Pronouncements

In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures".

The amendments in the update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted ASU 2023-07 as of December 31, 2024 and concluded that the application of this guidance did not materially impact the Company's consolidated financial statements.

In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures".

The amendments in the update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures.

The new standard is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting this new standard.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires an entity to disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold.

This standard also requires certain disaggregated disclosures related to income from continuing operations, income tax expense, and income taxes paid.

We adopted this standard effective January 1, 2025 on a prospective basis.

Adoption of this standard resulted in changes to the effective tax rate reconciliation as reflected in Note 8 Income Taxes.

Concentrations of Credit Risk and Major Customers

2 unchanged sentences

Our five largest customers accounted for approximately 32 %, 26 %, and 22 % of operating revenues for the years ended December 31, 2025, 2024, and 2023, respectively.

Our five largest customers accounted for approximately 29 % and 26 % of gross accounts receivable as of December 31, 2024 and 2023, respectively.

There were no customers that exceeded 10 % of operating revenues for the years ended December 31, 2024, 2023, and 2022, respectively.

There were no customers that exceeded 10 % of gross accounts receivable as of December 31, 2024 and 2023, respectively.

Our five largest customers accounted for approximately 29 % of gross accounts receivable as of December 31, 2025 and 2024.

There was one customer that exceeded 10 % of operating revenues for the year ended December 31, 2025.

This customer had accounts receivable of $ 8.9 million as of December 31, 2025 and was the only customer that exceeded 10 % of gross accounts receivable.

There were no customers that exceeded 10 % of operating revenues for the years ended 2024 and 2023, respectively and no customers exceeded 10 % of gross accounts receivable as of 2024.

Revenue Recognition

7 unchanged sentences

Accessorial, brokerage and other revenues recorded in the consolidated statements of comprehensive income collectively represented $ 58.1 million, $ 78.0 million, and $ 94.8 million for the twelve months ended December 31, 2025, 2024, and 2023, respectively.

Included in the accessorial, brokerage and other revenues is $ 31.8 million of logistics revenue within Mexico for the twelve months ended December 31, 2024.

Included in the accessorial, brokerage and other revenues is $ 31.3 million and $31.8 million of logistics revenue within Mexico for the twelve months ended December 31, 2025 and 2024, respectively.

We have property and equipment in Mexico in support of these operations with a net book value of $ 1.1 million as of December 31, 2025, which are the company's only foreign long-lived assets.

On May 31, 2022, Heartland Express, Inc.

of Iowa (the “Buyer”) and Heartland Express, Inc., as guarantor, entered into a Stock Purchase Agreement with Smith Transport.

Smith Transport is a truckload carrier headquartered in Roaring Spring, Pennsylvania, providing asset-based dry van truckload transportation services, including local, regional, and dedicated services.

Pursuant to the Smith Stock Purchase Agreement, the Buyer acquired all of Smith Transport’s outstanding equity (the “Smith Transaction”) under an Internal Revenue Code Section 338(h)(10) election.

The Buyer's purchase price of $ 169.4 million includes total cash consideration and assumed indebtedness of Smith Transport..

Gross cash paid in the Smith Transaction was $ 140.6 million.

Net cash paid was $ 122.0 million after consideration of $ 18.6 million of Smith Transport cash on the date of acquisition.

Gross cash paid was funded out of the Company’s available cash.

The Smith Transaction included the assumption of $ 46.8 million of Smith Transport's indebtedness, including finance leases, of which $ 16.9 million of the debt and finance leases were outstanding at December 31, 2024.

The Smith Stock Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions.

The results of the Smith Transport acquired business have been included in the consolidated financial statements since the date of acquisition and represented 13.3 % of operating revenue for the twelve months ended December 31, 2022.

The following unaudited pro forma consolidated results of operations for the year ended December 31, 2022 assume that the acquisition of Smith Transport occurred as of January 1, 2022.

December 31, 2022

(in thousands)

Operating revenue $ 1,060,718

Net income $ 140,647

These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the period presented or that may be obtained in the future.

On August 31, 2022, Buyer and Heartland Express, Inc., as guarantor, entered into a Stock Purchase Agreement to acquire CFI, and related entities, from a subsidiary of TFI International, Inc.

CFI is a truckload carrier headquartered in Joplin,

Missouri, providing asset-based dry van and temperature-controlled truckload transportation services, and asset-light logistics services in Mexico.

Pursuant to the CFI Stock Purchase Agreement, the Buyer acquired outstanding equity of CFI and related entities (the “CFI Transaction”).

The Buyer's purchase price of $ 560.6 million includes total cash consideration and bank financing obtained for the purchase of CFI and to facilitate negotiated terms of the CFI Stock Purchase Agreement.

These terms included the funding to eliminate risk associated with pre-acquisition accident and workers compensation claims, cash on hand at closing, and net working capital, subject to purchase accounting adjustments including final valuation of intangibles.

The adjusted purchase price consideration was $ 558.6 million as a result of net adjustments for cash on hand, net working capital and valuation of pre-acquisition accident and workers compensation claims of $ 2.0 million.

Gross cash paid in the transaction was $ 560.6 million.

Net cash paid was $ 553.8 million after consideration of $ 6.8 million of CFI cash on the date of acquisition.

Gross cash paid was funded out of the Company’s available cash and bank financing obtained to facilitate the transaction.

The CFI Stock Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions.

The results of the CFI acquired business have been included in the consolidated financial statements since the date of acquisition and represented 21.6 % of operating revenue for the twelve months ended December 31, 2022.

The following unaudited pro forma consolidated results of operations for the year ended December 31, 2022 assume that the acquisition of CFI occurred as of January 1, 2022.

December 31, 2022

(in thousands)

Operating Revenue $ 1,394,552

Net Income $ 174,684

Acquisition related expenses of $ 2.3 million related to both the Smith Transport and CFI acquisitions are included in the consolidated statement of comprehensive income for the twelve months ended December 31, 2022.

Intangible Assets and Goodwill

2 unchanged sentences

The $ 69.5 million of other intangibles, net recorded in the consolidated balance sheet at December 31, 2025 includes $ 12.6 million of indefinite lived trade name intangible assets, not subject to amortization, along with $ 56.9 million finite lived intangible assets, net.

There was no change in the gross amount of identifiable intangible assets during the twelve months ended December 31, 2024.

As a result of the integration and rebranding of the U.S.

operations of CFI into Heartland Express we recognized a CFI trade name impairment of $ 19.0 million which was the only change in the gross amount of identifiable intangible assets during the twelve months ended December 31, 2025.

Amortization expense of $ 5.0 million, $ 5.0 million and $ 5.2 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively, was included in depreciation and amortization in the consolidated statements of comprehensive income.

3 unchanged sentences

Customer relationships 15-20 $ 75,836 $ 21,274 $ 54,562

Tradename 0.5-10 12,900 10,660 2,240

Trade name 0.5-10 12,900 11,140 1,760

Covenants not to compete 1-10 5,839 5,282 557

3 unchanged sentences

Customer relationships 15-20 $ 75,836 $ 16,955 $ 58,881

Tradename 0.5-10 12,900 10,180 2,720

Trade name 0.5-10 12,900 10,660 2,240

Covenants not to compete 1-10 5,839 5,064 775

$ 94,575 $ 32,679 $ 61,896

Change in carrying amount of goodwill:

Goodwill (in thousands)

Balance at January 1, 2023 $ 320,675

Purchase accounting 1,922

Balance at December 31, 2023 322,597

Purchase accounting —

Balance at December 31, 2024 $ 322,597

Future amortization expense for intangible assets is estimated at $ 5.0 million for 2025, $ 5.0 million for 2026, $ 5.0 million for 2027, $ 4.9 million for 2028, $ 4.7 million for 2029, and $ 37.3 thereafter.

Future amortization expense for intangible assets is estimated at $ 5.0 million for 2026, $ 5.0 million for 2027, $ 4.9 million for 2028, $ 4.7 million for 2029, $ 4.3 million for 2030, and $ 33.0 million in total thereafter.

There were no changes in the carrying amount of goodwill during the twelve months ended December 31, 2025 and 2024.

Long-Term Debt

2 unchanged sentences

and Wells Fargo Bank, National Association (“Wells Fargo”).

The Credit Facilities replaced the previous credit arrangements in place for the Company which consisted of a November 2013 Credit Agreement with Wells Fargo, along with an asset-based credit facility with Citizens Bank of Pennsylvania that was assumed as part of the acquisition of Smith Transport on May 31, 2022.

The full amount of the Term Facility was made in a single draw on the CFI Closing Date and amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.

10 unchanged sentences

We were in compliance with the respective financial covenants at December 31, 2025 and have been in compliance since the inception of the Credit Facilities.

Outstanding borrowings under the Credit Facilities will accrue interest, at our option, at a per annum rate of (i) for an “ABR Loan”, the alternate base rate (defined as the interest rate per annum equal to the highest of (a) the variable rate of interest announced by the administrative agent as its “prime rate”, (b) 0.50 % above the Federal Funds Rate, (c) the Term SOFR for an interest period of one-month plus 1.1 %, or (d) 1.00 %) plus the applicable margin or (ii) for a “SOFR Loan”, the Term SOFR Rate for an interest period of one, three or six-months as selected by Company plus the applicable margin.

Rate for an interest period of one, three or six-months as selected by Company plus the applicable margin.

The applicable margin for ABR Loans ranges from 0.250 % to 0.875 % and the applicable margin for SOFR Loans ranges from 1.250 % to 1.875 %, depending on the Company’s net leverage ratio.

5 unchanged sentences

The Smith Debt has $ 4.1 million of outstanding principal and is made up of installment notes with a weighted average interest rate of 4.4 % at December 31, 2025, due in monthly installments with final maturities at various dates ranging from February 2027 to January 2029, secured by related revenue equipment.

The remaining Smith Debt of $ 11.0 million are finance lease obligations with a weighted average interest rate of 4.0 % at December 31, 2024, due in monthly installments with final maturities at various dates ranging from August 2025 to April 2026 with the weighted average remaining lease term of 1.0 year.

The remaining Smith Debt of $ 3.8 million are finance lease obligations with a weighted average interest rate of 4.3 % at December 31, 2025, due in monthly installments with final maturities at various dates ranging from January 2026 to April 2026 with the weighted average remaining lease term of 0.2 years.

The annual maturities of long term debt are as follows:

2 unchanged sentences

Total outstanding principle $ 155,972

unamortized debt issuance costs 175

amounts payable within one year $ 1,913

1 unchanged sentence

Lease Obligations

During 2023 we sold multiple properties for a combined $ 25.6 million gain.

In separate transactions related to the respective sales, we entered into operating lease agreements, each with a base term of two years.

The right-of-use assets associated with terminal leases was $ 4.8 million and $ 9.4 million as of December 31, 2024 and 2023, respectively.

Smith Transport has revenue equipment operating lease right-of-use assets from leases entered into before the May 31, 2022 acquisition.

These right-of-use operating lease assets have a total balance of $ 3.1 million and $ 8.1 million as of December 31, 2024 and 2023, respectively.

The equipment and property operating leases have a weighted average interest rate of 5.2 % at December 31, 2024, due in monthly installments with final maturities at various dates ranging from February 2025 to April 2027 with the weighted average remaining lease term of 1.4 years.

Operating lease right-of-use assets associated with terminal leases and revenue equipment was $1.6 million and $7.9 million as of December 31, 2025 and 2024, respectively.

The revenue equipment operating lease right-of-use assets are Smith Transport leases entered into before the May 31, 2022 acquisition.

The equipment and property operating leases have a weighted average interest rate of 5.1 % at December 31, 2025, due in monthly installments with final maturities at various dates ranging from January 2026 to April 2027 with the weighted average remaining lease term of 1.2 years.

See Note 5 Long-Term Debt for additional details on the finance leases.

11 unchanged sentences

2026 1,381 3,840

2026 1,497 3,840

Thereafter — —

8 unchanged sentences

Under the April 2023 renewal, our auto liability retention limit across all operating entities was increased to $ 3.0 million for any individual claim based on the insured party, accident date, and circumstances of the loss event subject to a $ 3.5 million corridor for any one accident or combination of accidents that exceed $ 3.0 million.

Prior to the April 2023 renewal, Heartland Express, Millis Transfer, and CFI had a retention limit of $ 2.0 million and Smith Transport had a retention limit of $ 0.5 million.

In addition to the $ 2.0 million base retention limit, Heartland Express, Millis Transfer, and CFI were subject to a $ 1.0 million corridor for any one accident or combination of accidents that exceeded $ 2.0 million.

For the April 2023 renewal, liabilities in excess of the $ 3.0 million deductible and $ 3.5 million corridor are covered by insurance up to $ 80.0 million.

In April 2024, an additional corridor was added, where we retain liability of $5.0 million for any one accident or combination of accidents that exceed $ 10.0 million.

Liabilities in excess of the $ 3.0 million deductible, the $ 3.5 million corridor, and the $5.0 million corridor are covered by insurance up to $ 80.0 million.

We retain any liability in excess of $ 80.0 million.

Prior to the April 2023 renewal, our excess limit was $ 60.0 million, including retention of 50% of exposure from $ 5.0 million to $ 10.0 million.

Furthermore, under the April 2023 renewal, our premiums are subject to upward or downward adjustments based on claims experience in the $ 3.0 million to $ 10.0 million policy during the three year program.

The elevated retention limit and the premium adjustment feature could lead to increased volatility in our insurance and claims expense, depending on the frequency and magnitude of claims.

We act as a self-insurer for property damage to our tractors and trailers.

In April 2025, the $ 5.0 million in excess of $ 10.0 million layer and the $ 5.0 million in excess of $ 15.0 million layer became part of a three year structured program, each with a $ 5.0 million per occurrence and a $ 10.0 million aggregate limit per policy year.

For the duration of the three year structured program, the $ 5.0 million in excess of $ 10.0 million layer has a $ 15.0 million aggregate limit and the $ 5.0 million in excess of $ 15.0 million layer has a $ 10.0 million aggregate limit.

Also, in April 2025, an additional corridor was added, where we retain liability of $ 5.0 million for the first accident or series of accidents that exceed $ 20.0 million.

We maintain limited excess liability coverage, subject to the foregoing limits and corridors, and retain any liability in excess of the coverage.

Our premiums for certain layers are subject to upward or downward adjustments based on claims experience.

The elevated retention limit and the premium adjustment feature could lead to increased volatility in our insurance and claims expense, depending on the frequency and magnitude of claims, which is exacerbated given significantly increased judgments and settlements of over-the-road accident claims.

We act as a self-insurer for workers’ compensation based on defined insurance retention of $ 1.0 million.

Liabilities in excess of insurance retention limits are covered by insurance.

The State of Iowa initially required us to deposit $ 0.7 million into a trust fund as part of the self-insurance program.

As of December 31, 2024 and 2023 total deposits in this account were $ 0.9 million and $ 0.9 million, respectively.

This deposit is made up of fixed income investments classified as held-to-maturity.

The deposit is recorded in other non-current assets on the consolidated balance sheets.

In addition, we have provided insurance carriers with letters of credit totaling $ 12.7 million in connection with our liability and workers’ compensation insurance arrangements and self-insurance requirements of the Federal Motor Carrier Safety Administration.

There were no outstanding balances due on any letters of credit at December 31, 2025 or 2024.

Accident and workers’ compensation accruals include the estimated settlements, settlement expenses and an estimate for claims incurred but not yet reported for property damage, personal injury and public liability losses from vehicle accidents and cargo losses as well as workers’ compensation claims for amounts not covered by insurance.

losses as well as workers’ compensation claims for amounts not covered by insurance.

3 unchanged sentences

These accruals are recorded on an undiscounted basis.

Estimated claim payments to be made

within one year of the balance sheet date have been classified as insurance accruals within current liabilities as of December 31, 2024 and 2023.

Estimated claim payments to be made within one year of the balance sheet date have been classified as insurance accruals within current liabilities as of December 31, 2025 and 2024.

Deferred tax assets and liabilities as of December 31 are as follows:

23 unchanged sentences

In management’s opinion, it is more likely than not that we will be able to utilize these deferred tax assets in future periods as a result of our history of profitability, taxable income, and reversal of deferred tax liabilities.

For the years ended December 31, 2025, 2024, and 2023, the geographical breakdown of our income (loss) before income taxes is as follows:

2025 2024 2023

(in thousands)

United States $ ( 68,296 ) $ ( 38,119 ) $ 18,143

Foreign 168 1,444 1,710

(Loss) Income Before Income Taxes $ ( 68,128 ) $ ( 36,675 ) $ 19,853

Income tax expense consists of the following:

3 unchanged sentences

Federal $ 6,473 $ 19,790 $ 19,020

State 3,513 3,543 9,657

State and Local 2,857 3,513 3,543

Foreign 146 ( 57 ) 596

2 unchanged sentences

Federal ( 20,541 ) ( 27,078 ) ( 14,500 )

State ( 3,669 ) ( 3,311 ) 2,005

State and Local ( 4,239 ) ( 3,669 ) ( 3,311 )

Foreign ( 371 ) 548 ( 270 )

1 unchanged sentence

Total $ ( 15,675 ) $ ( 6,953 ) $ 5,078

The income tax provision differs from the amount determined by applying the U.S.

federal tax rate as follows:

For the year ended December 31, 2025, following the adoption of ASU 2023-09, our tax provision and effective tax rate differed from the statutory federal rate as follows:

(in thousands) (percent)

Statutory Rate $ ( 14,307 ) 21.0 %

State and Local Income Taxes (1)

( 1,177 ) 1.7 %

(in thousands)

Foreign Tax Effects

Statutory rate differential 15 — %

Other ( 275 ) 0.4 %

Non-Taxable or Non-Deductible items:

Per Diem 1,203 ( 1.8 ) %

Other Non- Taxable or Deductible items 115 ( 0.1 ) %

Other Reconciling Items:

Changes in Unrecognized Tax Benefits ( 816 ) 1.2 %

Return to Provision and Def.

Rate Adjustment ( 433 ) 0.6 %

Total Tax Provision and Effective rate $ ( 15,675 ) 23.0 %

(1) State Taxes of California, Florida, Georgia, Illinois, Pennsylvania, and Virginia made up the majority (greater than 50%) of the tax effect in this category.

For the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, tax expense differed from the statutory federal rate as follows:

Federal tax at statutory rate (21%) $ ( 7,702 ) $ 4,169

9 unchanged sentences

Unrecognized tax benefits were a net decrease of $ 0.7 million and a net decrease of $ 0.3 million during the years ended December 31, 2025 and 2024, respectively.

The increased reduction in 2024 associated with unrecognized tax benefits is primarily due to a reduction in additions following pre-tax income.

This had the effect of decreasing the effective rate in 2024.

The increased reduction in 2025 associated with unrecognized tax benefits is due to an increase roll off associated with the underlying statue of limitations.

This had the effect of increasing the effective rate in 2025 compared to 2024.

The total net amount of accrued interest and penalties for such unrecognized tax benefits was $ 0.9 million and $ 1.0 million at December 31, 2025 and December 31, 2024, respectively, and is included in long-term income taxes payable in the consolidated balance sheets.

Net interest and penalties included in income tax expense for the years ended December 31, 2024, 2023 and 2022 was an expense of $ 0.3 million, approximately zero , and $ 0.1 million, respectively.

Net interest and penalties included in income tax expense for the years ended December 31, 2025, 2024 and 2023 was an expense of $ 0.1 million, $ 0.3 million, and zero , respectively.

Income tax expense is increased each period for the accrual of interest on outstanding positions and penalties when the uncertain tax position is initially recorded.

6 unchanged sentences

Additions based on tax positions related to current year 300 37

Reductions for tax positions of prior years — ( 176 )

Additions for tax positions of prior years 79 —

Reductions due to lapse of applicable statute of limitations ( 1,096 ) ( 362 )

Balance at December 31, $ 4,480 $ 5,197

A number of years may elapse before an uncertain tax position is audited and ultimately settled.

It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions.

It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months.

These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances.

We do not have any outstanding litigation related to tax matters.

At this time, management’s best estimate of the reasonably possible change in the amount of gross unrecognized tax benefits is approximately no change to an increase of $ 1.0 million during the next twelve months, due to the combination of expiration of certain statute of limitations and estimated additions.

The federal statute of limitations remains open for the years 2022 and forward.

Tax years 2015 and forward are subject to audit by state tax authorities depending on the tax code and administrative practice of each state.

For the year ended December 31, 2025, following the adoption of ASU 2023-09, our tax payments net of refunds by jurisdiction are as follows:

(in thousands)

Federal $ 6,750

Pennsylvania 581

Income Taxes Paid Net of Amounts Refunded $ 9,302

We have a stock repurchase program with 4.8 million shares remaining authorized for repurchase as of December 31, 2025, following the additional authorization of 3.0 million shares by our Board of Directors on August 20, 2021.

There were 0.6 million shares repurchased in the open market during the year ended December 31, 2024 while no shares were repurchased in 2023 and 2022.

There were 1.2 million and 0.6 million shares repurchased in the open market during the years ended December 31, 2025 and 2024, respectively while no shares were repurchased in and 2023.

Repurchases are expected to continue from time to time, as determined by market conditions, cash flow requirements, securities law limitations, long-term debt balances, and other factors, until the number of shares authorized have been repurchased, or until the authorization is terminated.

3 unchanged sentences

Stock-Based Compensation

In July 2011, a Special Meeting of Stockholders of Heartland Express, Inc.

was held, at which meeting the approval of the Heartland Express, Inc.

2011 Restricted Stock Award Plan (the “2011 Plan”) was ratified.

The 2011 Plan made available up to 0.9 million shares for the purpose of making restricted stock grants to our eligible officers and employees.

The 2011 Plan has no shares that remain available for the purpose of making restricted stock grants at December 31, 2024.

In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc.

31 unchanged sentences

Profit Sharing Plan and Retirement Plan

We have retirement savings plans (the “Retirement Savings Plans”) for substantially all employees who have completed one year of service and are 19 years of age or older.

We have a Retirement Savings Plan for substantially all employees who have completed one year of service and are 19 years of age or older.

The Retirement Savings Plan covers employees of acquired entities as legacy plans with similar characteristics were combined into a single plan effective January 1, 2025.

Employees may make 401(k) contributions subject to Internal Revenue Code limitations.

The Retirement Savings Plans provide for a discretionary profit sharing contribution to non-driver employees and a matching contribution of a discretionary percentage to driver employees ("Heartland Plan").

Acquired entities also have retirement savings plans that generally have the aforementioned characteristics of the Heartland Plan, but are for employees of the respective entities.

The Retirement Savings Plan provides for a limited matching contribution.

Our contributions to the retirement savings plans totaled approximately $ 2.3 million, $ 2.3 million, and $ 3.1 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

Effective January 1, 2025 the Retirement Savings Plans were combined into a single existing plan.

Commitments and Contingencies

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures