HEARTLAND EXPRESS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures – We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer), of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Annual Report on Internal Control Over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2025. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives. The Company’s internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm as stated in its report which is included herein. Changes in Internal Control Over Financial Reporting – There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that occurred during the twelve months ended December 31, 2025 that have materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the quarter ended December 31, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 44 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Corporate Governance We have adopted a Governance Structure and Polices document which communicates our corporate governance strategy. We make these charters and policies available on our website at www.heartlandexpress.com (and in print to any shareholder who requests them, free of charge). Information on our website is not incorporated by reference into this Annual Report. Code of Ethics We have adopted a code of ethics known as the “Code of Business Conduct and Ethics” that applies to our employees including the principal executive officer, principal financial officer, controller, and persons performing similar functions. In addition, we have adopted a code of ethics known as “Code of Ethics for Senior Financial Officers” that applies to our senior financial officers, including our chief executive officer, chief financial officer, treasurer, controller, and other senior financial officers performing similar functions who have been identified by the chief executive officer. We make these codes available on our website at www.heartlandexpress.com (and in print to any shareholder who requests them, free of charge). Information on our website is not incorporated by reference into this Annual Report. The remaining information required by this Item will be included in the Company's definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company's 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement"), and is incorporated herein by reference. Insider Trading Policies and Procedures The Company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company's securities by directors, officers and employees, and the Company, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. 45 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc. 2021 Restricted Stock Plan (the "2021 Plan") was ratified. The 2021 Plan made available up to 0.6 million shares for the purpose of making restricted stock grants to our eligible employees, directors and consultants. The following table summarizes, as of December 31, 2025, information about the 2021 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)) (a) (b) (c) Equity compensation plan approved by stockholders 46,125 — 189,923 Total 46,125 — 189,923 Column (a) represents unvested restricted stock awards outstanding under the 2021 Plan as of December 31, 2025. The weighted average stock price on the date of grant for outstanding restricted stock awards was $11.09, 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 2021 Plan as of December 31, 2025. We do not have any equity compensation plans that were not approved by stockholders. The remaining information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference. 46 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements and Schedules. Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F- 1 Consolidated Balance Sheets - as of December 31, 202 5 and 202 4 F- 4 Consolidated Statements of Comprehensive Income - Years ended December 31, 202 5 , 202 4 and 20 23 F- 5 Consolidated Statements of Stockholders' Equity - Years ended December 31, 202 5 , 202 4 and 20 23 F- 6 Consolidated Statements of Cash Flows - Years ended December 31, 202 5 , 202 4 and 202 3 F- 7 Notes to Consolidated Financial Statements F- 9 2. Financial Statements Schedule Schedule II - Valuation and Qualifying Accounts and Reserves - Years ended December 31, 202 5 , 202 4 , and 202 3 S- 1 Schedules not listed have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto. 3. Exhibits–The exhibits required by Item 601 of Regulation S-K are listed at paragraph (b) below. (b) Exhibits. The following exhibits are filed with this Form 10-K or incorporated herein by reference to the document set forth next to the exhibit listed below: 47 EXHIBIT INDEX 3.1 Articles of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q, for the quarter ended September 30, 2017. 3.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q, for the quarter ended September 30, 2017. 4.1 Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for the year ended December 31, 2019. 10.1 # Heartland Express, Inc. 2011 Restricted Stock Award Plan. Incorporated by reference to Appendix A to the Company’s Schedule 14-A filed June 13, 2011. 10.2 # Nonqualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K for the year ended December 31, 2006. 10.3 # Form Award Notice under the 2021 Restricted Stock Award Plan. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K for the year ended December 31, 2024. 10.4 # Heartland Express, Inc. 2021 Restricted Stock Award Plan. Incorporated by reference to Appendix A to the Company’s Schedule 14A filed April 2, 2021. 10.5 Credit Agreement, dated August 31, 2022, by and among Heartland Express, Inc., Heartland Express, Inc. of Iowa, certain other of the Company’s direct and indirect wholly owned subsidiaries as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, and Wells Fargo Bank, National Association, as Administrative Agent. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2022. 19 Insider Trading Policy. Incorporated by reference to Exhibit 19 to the Company’s Form 10-K for the year ended December 31, 2024. 21 * Subsidiaries of the Registrant. 23.1* Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP 31.1 * Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. 31.2 * Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. 32.1 ** Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ** Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Clawback Policy. Incorporated by reference to Exhibit 97 to the Company’s Form 10-K for the year ended December 31, 2023. 101.INS XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) # Management contract or compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY None. 48 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized. HEARTLAND EXPRESS, INC. Date: March 2, 2026 By: /s/ Michael J. Gerdin Michael J. Gerdin Chairman, President, and Chief Executive Officer (Principal Executive Officer) By: /s/ Christopher A. Strain Christopher A. Strain Vice President of Finance, Treasurer, and Chief Financial Officer (Principal Accounting and Financial Officer) Pursuant to the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Michael J. Gerdin Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) March 2, 2026 Michael J. Gerdin /s/ Christopher A. Strain Vice President of Finance, Treasurer, and Chief Financial Officer (Principal Accounting and Financial Officer) March 2, 2026 Christopher A. Strain /s/ Benjamin J. Allen Director March 2, 2026 Benjamin J. Allen /s/ Amanda M. Hupfeld Director March 2, 2026 Amanda M. Hupfeld /s/ Brenda M. Lantz Director March 2, 2026 Brenda M. Lantz /s/ David P. Millis Director March 2, 2026 David P. Millis /s/ Brenda S. Neville Director March 2, 2026 Brenda S. Neville /s/ James G. Pratt Director March 2, 2026 James G. Pratt 49 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Heartland Express, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Heartland Express, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item II (collectively referred to as the “consolidated financial statements”). 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Auto liability claims accrual As described further in the notes to the consolidated financial statements, the Company is self-insured for a portion of its risk related to auto liability. Self-insurance results when the Company insures itself by maintaining funds to cover possible losses rather than by purchasing an insurance policy. The Company accrues for the cost of the self-insured portion of unpaid claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical development trends. 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 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 F-1 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. The principal considerations for assessing auto liability claims as a critical audit matter are the high level of estimation uncertainty related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgement in estimating the total costs to settle or dispose of these claims. Our audit procedures related to the auto liability claims reserve accrual included the following, among others: • We tested the effectiveness of controls over auto liability claims, including the completeness and accuracy of claims expenses and payments. • We tested management’s process for determining the auto liability accrual, including evaluating the reasonableness of the methods and assumptions used in estimating the ultimate claim losses with the assistance of an actuarial specialist. • We tested management’s claim reserve estimates by inspecting source documents to test key attributes of the claims data. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2018. Tulsa, Oklahoma March 2, 2026 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Heartland Express, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Heartland Express, Inc. (a Nevada corporation) and subsidiaries (the “Company”) 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”). 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, 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 of 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. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Tulsa, Oklahoma March 2, 2026 F-3 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ASSETS December 31, 2025 December 31, 2024 CURRENT ASSETS Cash and cash equivalents $ 18,475 $ 12,812 Trade receivables, net 74,172 91,620 Prepaid tires 11,626 10,428 Other current assets 9,181 12,554 Income tax receivable 1,146 2,034 Total current assets 114,600 129,448 PROPERTY AND EQUIPMENT Land and land improvements 119,821 120,392 Buildings 171,513 150,583 Furniture and fixtures 6,679 6,818 Shop and service equipment 20,353 21,127 Revenue equipment 828,987 975,872 Construction in progress 1,340 9,188 1,148,693 1,283,980 Less accumulated depreciation 481,471 519,573 Property and equipment, net 667,222 764,407 GOODWILL 322,597 322,597 OTHER INTANGIBLES, NET 69,512 93,520 DEFERRED INCOME TAXES, NET 1,353 946 OTHER ASSETS 14,686 15,408 OPERATING LEASE RIGHT OF USE ASSETS 1,647 7,866 $ 1,191,617 $ 1,334,192 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 33,479 $ 35,370 Compensation and benefits 25,061 27,003 Insurance accruals 31,437 23,518 Long-term debt and finance lease liabilities - current portion 5,714 9,041 Operating lease liabilities - current portion 1,330 6,115 Other accruals 13,143 18,512 Total current liabilities 110,164 119,559 LONG-TERM LIABILITIES Income taxes payable 5,427 6,226 Long-term debt and finance lease liabilities less current portion 154,059 191,707 Operating lease liabilities less current portion 317 1,751 Deferred income taxes, net 133,629 158,374 Accident and work comp accruals less current portion 32,702 33,976 Total long-term liabilities 326,134 392,034 COMMITMENTS AND CONTINGENCIES (Note 12) STOCKHOLDERS' EQUITY Preferred stock, par value $.01; authorized 5,000 shares; none issued — — Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2025 and 2024; outstanding 77,445 and 78,519 in 2025 and 2024, respectively 907 907 Additional paid-in capital 2,979 3,175 Retained earnings 965,405 1,024,081 Treasury stock, at cost; 13,244 and 12,170 shares in 2025 and 2024, respectively ( 213,972 ) ( 205,564 ) 755,319 822,599 $ 1,191,617 $ 1,334,192 The accompanying notes are an integral part of these consolidated financial statements. F-4 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 OPERATING REVENUE $ 805,709 $ 1,047,511 $ 1,207,458 OPERATING EXPENSES Salaries, wages and benefits 329,158 427,748 474,803 Rent and purchased transportation 51,670 80,056 112,749 Fuel 135,221 177,232 212,228 Operations and maintenance 62,918 70,793 63,358 Operating taxes and licenses 17,300 20,414 21,804 Insurance and claims 57,897 50,869 45,278 Communications and utilities 8,552 9,447 10,508 Depreciation and amortization 159,198 181,523 199,039 Impairment of trade name 18,991 — — Other operating expenses 45,662 57,173 66,393 Gain on disposal of property and equipment ( 23,446 ) ( 7,508 ) ( 41,087 ) 863,121 1,067,747 1,165,073 Operating (loss) income ( 57,412 ) ( 20,236 ) 42,385 Interest income 774 1,143 1,655 Interest expense ( 11,490 ) ( 17,582 ) ( 24,187 ) (Loss) income before income taxes ( 68,128 ) ( 36,675 ) 19,853 Federal and state income tax (benefit) expense ( 15,675 ) ( 6,953 ) 5,078 Net (loss) income $ ( 52,453 ) $ ( 29,722 ) $ 14,775 Other comprehensive income, net of tax — — — Comprehensive (loss) income $ ( 52,453 ) $ ( 29,722 ) $ 14,775 Net (loss) income per share Basic $ ( 0.67 ) $ ( 0.38 ) $ 0.19 Diluted $ ( 0.67 ) $ ( 0.38 ) $ 0.19 Weighted average shares outstanding Basic 77,877 78,733 79,010 Diluted 77,935 78,775 79,079 Dividends declared per share $ 0.08 $ 0.08 $ 0.08 The accompanying notes are an integral part of these consolidated financial statements. F-5 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per share amounts) Capital Additional Stock, Paid-In Retained Treasury Common Capital Earnings Stock Total Balance, January 1, 2023 $ 907 $ 4,165 $ 1,051,641 $ ( 201,236 ) $ 855,477 Net income — — 14,775 — 14,775 Dividends on common stock, $0.08 per share — — ( 6,322 ) — ( 6,322 ) Stock-based compensation, net of tax — 362 — 968 1,330 Balance, December 31, 2023 907 4,527 1,060,094 ( 200,268 ) 865,260 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 loss — — ( 52,453 ) — ( 52,453 ) Dividends on common stock, $0.08 per share — — ( 6,223 ) — ( 6,223 ) Repurchases of common stock — — — ( 10,395 ) ( 10,395 ) Stock-based compensation, net of tax — ( 196 ) — 1,987 1,791 Balance, December 31, 2025 $ 907 $ 2,979 $ 965,405 $ ( 213,972 ) $ 755,319 The accompanying notes are an integral part of these consolidated financial statements. F-6 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, OPERATING ACTIVITIES 2025 2024 2023 Net (loss) income $ ( 52,453 ) $ ( 29,722 ) $ 14,775 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 159,198 181,523 199,039 Impairment of trade name 18,991 — — Deferred income taxes ( 25,152 ) ( 30,199 ) ( 18,081 ) Stock-based compensation expense 2,156 1,040 1,620 Debt-related amortization 175 1,053 1,069 Gain on disposal of property and equipment ( 23,446 ) ( 7,508 ) ( 41,087 ) Changes in certain working capital items (net of acquisition): Trade receivables 17,448 11,120 37,079 Prepaid expenses and other current assets 1,822 3,762 9,065 Accounts payable, accrued liabilities, and accrued expenses ( 9,514 ) 5,200 ( 30,998 ) Accrued income taxes 89 8,079 ( 7,214 ) Net cash provided by operating activities 89,314 144,348 165,267 INVESTING ACTIVITIES Proceeds from sale of property and equipment 129,917 62,993 137,319 Purchases of property and equipment, net of trades ( 156,168 ) ( 109,536 ) ( 208,596 ) Change in other assets 251 4 3,410 Net cash used in investing activities ( 26,000 ) ( 46,539 ) ( 67,867 ) FINANCING ACTIVITIES Cash dividends paid ( 6,243 ) ( 4,721 ) ( 6,322 ) Shares withheld for employee taxes related to stock-based compensation ( 365 ) ( 407 ) ( 290 ) Repayments on finance leases and debt ( 41,150 ) ( 100,304 ) ( 114,078 ) Repurchases of common stock ( 10,395 ) ( 7,281 ) — 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 Beginning of period 26,284 41,188 64,478 End of period $ 31,445 $ 26,284 $ 41,188 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for interest expense $ 12,161 $ 17,742 $ 22,444 Cash paid during the period for income taxes, net of refunds $ 9,302 $ 15,642 $ 30,135 Noncash investing and financing activities: Purchased property and equipment in accounts payable $ 10,734 $ 3,307 $ 3,912 Sold revenue equipment and property in other current assets $ 547 $ 864 $ 2,516 Common stock dividends declared in accounts payable $ 1,550 $ 1,570 $ — Right-of-use assets obtained in exchange for operating lease liabilities $ — $ — $ 8,236 F-7 Year Ended December 31, RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH 2025 2024 2023 Cash and cash equivalents $ 18,475 $ 12,812 $ 28,123 Restricted cash included in other current assets $ 249 $ 280 $ 332 Restricted cash included in other assets $ 12,721 $ 13,192 $ 12,733 Total cash, cash equivalents and restricted cash $ 31,445 $ 26,284 $ 41,188 The accompanying notes are an integral part of these consolidated financial statements. F-8 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Significant Accounting Policies Nature of Business Heartland Express, Inc. is a holding company incorporated in Nevada, which directly or indirectly owns all of the stock of the following legal entities: Heartland Express, Inc. of Iowa, Heartland Express Services, Inc., Heartland Express Maintenance Services, Inc. (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. Effective December 31, 2023, Smith Trucking, Inc. was merged into Smith Transport, Inc. Further, effective December 31, 2023 Smith Transport, Inc. and Franklin Logistics, Inc. were converted to Smith Transport, LLC and Franklin Logistics, LLC, respectively. We, together with our subsidiaries, are a short, medium, and long-haul truckload carrier and transportation services provider. 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. Principles of Consolidation The accompanying consolidated financial statements include the parent company, Heartland Express, Inc., and its subsidiaries, all of which are wholly owned. All material intercompany items and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segment Information 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. Our Chief Operating Decision Maker ("CODM") oversees and manages all of our transportation services, on a combined basis, including previously acquired entities. In addition to consolidated data on a combined basis that has been historically used, our CODM also makes use of available disaggregated operating segment data as well. However, those operating segments share similar economic characteristics and meet operating segment aggregation criteria. As a result of the foregoing, we have determined that we have one reportable segment, consistent with the authoritative accounting guidance on disclosures about segments of an enterprise and related information. The accounting policies for the reportable segment are the same as those for the Company described herein. The CODM is our CEO and President. The primary measure of profit or loss utilized by our CODM is operating ratio (operating expenses as a percentage of operating revenues) which is regularly reviewed to allocate resources and assess performance of our reportable segment. In addition to operating ratio, our CODM also regularly reviews consolidated net income to allocate resources and assess performance of our reportable segment when we have significant non-operating activity as is the case currently given we have significant interest expense as a result of debt resulting from recent acquisitions in 2022. The revenue, costs and expenses for the reportable segment are the same as those presented on the Consolidated Statements of Comprehensive Income as there are no other significant segment expenses that would require disclosure or other segment items needed to reconcile to the Consolidated Statements of Comprehensive Income. There are no other segment items as there are no significant assets or operations not regularly reviewed by the CODM. F-9 Cash and Cash Equivalents Cash equivalents are short-term, highly liquid investments with insignificant interest rate risk and original maturities of three months or less at acquisition. The Company has deposits that potentially subject it to concentration of credit risk consisting of cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. 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. At December 31, 2025, $ 0.3 million was included in other current assets and $ 12.7 million was included in other non-current assets in the consolidated balance sheets. 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 funds that are earmarked for a specific purpose and not for general business use. Investments 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 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. Trade Receivables The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and completion of the performance obligation allows for the collection of payment based on the credit terms for customer accounts which are predominantly on a net 30 day basis. We use our write off history and our knowledge of uncollectible accounts in estimating the allowance for credit losses. We review the adequacy of our allowance for credit losses on a monthly basis. We are aggressive in our collection efforts resulting in a low number of write-offs annually. Conditions that would lead an account to be considered uncollectible include customers filing bankruptcy and the exhaustion of all practical collection efforts. We will use the necessary legal recourse to recover as much of the receivable as is practical under the law. Allowance for credit losses was $ 1.5 million and $ 2.2 million at December 31, 2025 and 2024, respectively. Prepaid Tires, Property, Equipment, and Depreciation Property and equipment are reported at cost, net of accumulated depreciation. Maintenance and repairs are charged to operations as incurred. Tires are capitalized separately from revenue equipment and are reported separately as “Prepaid tires” in the consolidated balance sheets and amortized over two years . Depreciation for financial statement purposes is computed by the straight-line method for all assets other than new tractors. We recognize depreciation expense on new tractors (excluded tractors acquired through acquisition) using the declining balance method. New tractors are depreciated to salvage values of $ 15,000 , while new trailers are depreciated to salvage values of $ 4,000 . Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. As acquired equipment is replaced, our fleet returns to our base methods of declining balance depreciation for tractors and straight-line depreciation for trailers. Lives of the assets are as follows: Years Land improvements and buildings 5-30 Furniture and fixtures 3-5 Shop and service equipment 3-10 Revenue equipment 5-7 Impairment of Long-Lived Assets 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 F-10 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. Fair Value of Financial Instruments The fair values of cash and cash equivalents, trade receivables, held-to-maturity investments and accounts payable, which are recorded at cost, approximate fair value based on the short-term nature and high credit quality of these financial instruments. Advertising Costs We expense all advertising costs as incurred. Advertising costs are included in other operating expenses in the consolidated statements of comprehensive income. Advertising expense was $ 3.0 million, $ 4.3 million, and $ 5.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. Goodwill 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 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 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 goodwill impairment charge was required for the years ended December 31, 2025, 2024, and 2023. Other Intangibles, Net 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. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. 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. 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 F-11 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. Insurance accruals are not discounted. In addition to internally developed reserves and estimates, we utilize an actuarial specialist to provide an independent annual assessment and quarterly monitoring reports of the internally developed accident and workers' compensation accruals. The cost of cargo and BI/PD insurance and claims are included in insurance and claims expense, while the costs of workers’ compensation insurance and claims are included in salaries, wages, and benefits in the consolidated statements of comprehensive income. Insurance accruals are presented as either current or non-current in the consolidated balance sheets based on our expectation of when payment will occur. Health insurance accruals reflect the estimated cost of health related claims, including estimated expenses incurred but not reported. The cost of health insurance and claims are included in salaries, wages and benefits in the consolidated statements of comprehensive income. Health insurance accruals of $ 6.5 million and $ 11.0 million are included in other accruals in the consolidated balance sheets as of December 31, 2025 and 2024, respectively. Revenue and Expense Recognition The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and completion of the performance obligation allows for the collection of payment predominantly within 30 days after the delivery date of the shipment for the majority of our customers. The Company's operations are consistent with those in the trucking industry where freight is hauled twenty-four hours a day and seven days a week, subject to hours of service rules. The Company’s average length of haul is under 400 miles per trip and each individual shipment accepted by the Company is considered a separate contract with the performance obligation being the delivery of the freight. Our average length of haul for each load of freight generally equals less than two days of continuous transit time. The Company estimates revenue for multiple-stop loads based on miles run and estimates revenue for single stop loads based on transit time, as the customer simultaneously receives and consumes the benefit provided. The Company hauls freight and earns revenue on a consistent basis throughout the periods presented. A corresponding contract asset existed for the estimated revenue of these in-process loads for $ 1.9 million and $ 1.6 million as of December 31, 2025 and 2024, respectively. Recorded contract assets are included in the accounts receivable line item of the balance sheet. Corresponding liabilities are recorded in the accounts payable and accrued liabilities and compensation and benefits line items for the estimated expenses on these same in-process loads. The Company had no contract liabilities associated with our operations as of December 31, 2025 and 2024. Stock-Based Compensation We have stock-based compensation plans that provide for the grants of restricted stock awards to our employees, directors and consultants. We account for restricted stock awards using the fair value method of accounting for stock-based compensation. Issuances of stock upon vesting of restricted stock are made from treasury stock. Compensation expense for restricted stock grants is recognized over the requisite service period of each award and is included in salaries, wages and benefits in the consolidated statements of comprehensive income. (Loss) Earnings per Share Basic (loss) earnings per share are based upon the weighted average common shares outstanding during each year. Diluted (loss) earnings per share is based on the basic weighted (loss) earnings per share with additional weighted common shares for common stock equivalents. During the years ended December 31, 2025, 2024, and 2023, we granted restricted shares of common stock to certain employees and Directors, under the Company's restricted stock award plans. A reconciliation of the numerator (net (loss) income) and denominator (weighted average number of shares outstanding) of the basic and diluted (loss) earnings per share for 2025, 2024, and 2023 is as follows (in thousands, except per share data): F-12 2025 Net Loss (numerator) Shares (denominator) Per Share Amount Basic loss per share $ ( 52,453 ) 77,877 $ ( 0.67 ) Effect of restricted stock — 58 Diluted loss per share $ ( 52,453 ) 77,935 $ ( 0.67 ) 2024 Net Loss (numerator) Shares (denominator) Per Share Amount Basic loss per share $ ( 29,722 ) 78,733 $ ( 0.38 ) Effect of restricted stock — 42 Diluted loss per share $ ( 29,722 ) 78,775 $ ( 0.38 ) 2023 Net Income (numerator) Shares (denominator) Per Share Amount Basic earnings per share $ 14,775 79,010 $ 0.19 Effect of restricted stock — 69 Diluted earnings per share $ 14,775 79,079 $ 0.19 Income Taxes We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. We have not recorded a valuation allowance against any deferred tax assets at December 31, 2025 and 2024. 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. Pursuant to the authoritative accounting guidance on income taxes, when establishing a valuation allowance, we consider future sources of taxable income such as “future reversals of existing taxable temporary differences and carry-forwards” and “tax planning strategies”. In the event we determine that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings or accumulated other comprehensive loss based on the nature of the asset giving rise to the deferred tax asset and the facts and circumstances resulting in that conclusion. We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits in income tax expense. New Accounting Pronouncements 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. F-13 Note 2. Concentrations of Credit Risk and Major Customers Our major customers represent primarily the consumer goods, appliances, food products and automotive industries. Credit is granted to customers on an unsecured basis. 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 % 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. Note 3. Revenue Recognition Total revenues recorded were $ 805.7 million, $ 1,047.5 million, and $ 1,207.5 million for the twelve months ended December 31, 2025, 2024, and 2023, respectively. Fuel surcharge revenues were $ 96.6 million, $ 133.9 million, and $ 173.8 million for the twelve months ended December 31, 2025, 2024, and 2023, respectively. As a result of the CFI acquisition we acquired outsourcing of certain loads to third-party carriers in the U.S. and Mexico. During the twelve months ended December 31, 2025 the Company only outsourced certain loads to third-party carriers in Mexico. The Company is a principal in these arrangements resulting in revenue associated with these contracts being recorded on a gross basis. The primary responsibility to meet the customer's requirements is maintained by the Company as the party performing billing, collection and pricing negotiations with the customer. The Company is also responsible for selecting third-party transportation providers that satisfy our premium customer service requirements. 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 $ 31.3 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. Note 4. Intangible Assets and Goodwill All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. 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. 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. Intangible assets subject to amortization consisted of the following at December 31, 2025 and 2024: 2025 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 75,836 $ 21,274 $ 54,562 Trade name 0.5-10 12,900 11,140 1,760 Covenants not to compete 1-10 5,839 5,282 557 $ 94,575 $ 37,696 $ 56,879 F-14 2024 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 75,836 $ 16,955 $ 58,881 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 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. Note 5. Long-Term Debt In conjunction with the acquisition of CFI on August 31, 2022, (the “CFI Closing Date”), Heartland entered into a $ 550.0 million unsecured credit facility which included a $ 100.0 million revolving line of credit (“Revolving Facility”) and $ 450.0 million in term loans (“Term Facility” and, together with the Revolving Facility, the “Credit Facilities”). The Credit Facilities includes a consortium of lenders, including joint bookrunners JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association (“Wells Fargo”). 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. The Term Facility amortizes in quarterly installments which began in September 2023, at 5% per annum through June 2025 and 10% per annum from September 2025 through June 2027, with the balance due on the date that is five years from the CFI Closing Date. Based on debt repayments made through December 31, 2025, required minimum payments have been covered until the term loan maturity on August 31, 2027. The Revolving Facility consists of a five-year revolving credit facility with aggregate commitments in an amount equal to $ 100.0 million, of which up to $ 50.0 million is available for the issuance of letters of credit, and including a swingline facility in an amount equal to $ 20.0 million. The Revolving Facility will mature and the commitments thereunder will terminate on the date that is five years after the CFI Closing Date. Amounts repaid under the Revolving Facility may be reborrowed. The Credit Facilities include an uncommitted accordion feature pursuant to which the Company may request up to $ 275.0 million in incremental revolving or term loans, subject to lender approvals. The indebtedness, obligations, and liabilities under the Credit Facilities are unconditionally guaranteed, jointly and severally, on an unsecured basis by the Company and certain other subsidiaries of the Company. We may voluntarily prepay outstanding loans under the Credit Facilities in whole or in part at any time without premium or penalty, subject to payment of customary breakage costs in the case of SOFR rate loans. The Credit Facilities contain usual and customary events of default and negative covenants for a facility of this nature including, among other things, restrictions on the Company’s ability to incur certain additional indebtedness or issue guarantees, to create liens on the Company’s assets, to make distributions on or redeem equity interests (subject to certain exceptions, including that (a) the Company may pay regularly scheduled dividends on the Company’s common stock not to exceed $ 10.0 million during any fiscal year and (b) the Company may make any other distributions so long as it maintains a net leverage ratio not greater than 2.50 to 1.00), to make investments and to engage in mergers, consolidations, or acquisitions. The Credit Facilities contain customary financial covenants, including (i) a maximum net leverage ratio of 2.75 to 1.00, measured quarterly on a trailing twelve-month basis, and (ii) a minimum interest coverage ratio of 3.00 to 1.00, measured quarterly on a trailing twelve-month basis. 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 F-15 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. We had $ 151.9 million outstanding on the Term Facility and no outstanding borrowings under the Revolving Facility at December 31, 2025. Outstanding letters of credit associated with the Revolving Facility at December 31, 2025 were $ 11.2 million. As of December 31, 2025, the Revolving Facility available for future borrowing was $ 88.8 million. As of December 31, 2025 the weighted average interest rate on outstanding borrowings under the Credit Facilities was 5.5 %. The May 31, 2022 acquisition of Smith Transport included the assumption of $ 46.8 million of debt and financing lease obligations associated with the fleet of revenue equipment of which $ 7.9 million was outstanding at December 31, 2025 (the "Smith Debt"). 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 $ 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: (in thousands) 2026 $ 1,913 2027 153,479 2028 569 2029 11 2030 — Thereafter $ — Total outstanding principle $ 155,972 Less: amounts payable within one year $ 1,913 Total long-term debt $ 154,059 Note 6. Lease Obligations 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. Operating lease cost is recorded in rent and purchased transportation, finance lease interest expense is recorded in interest expense, and finance lease equipment depreciation is recorded in depreciation and amortization within the consolidated statements of comprehensive income. F-16 The components of the Company's lease cost were as follows: 2025 2024 2023 (in thousands) Operating lease cost $ 6,371 $ 9,945 $ 12,903 Finance lease interest expense 350 746 1,048 Finance lease equipment depreciation 1,050 3,310 8,825 Total finance lease cost $ 1,400 $ 4,056 $ 9,873 Total operating and finance lease cost $ 7,771 $ 14,001 $ 22,776 Our future minimum lease payments as of December 31, 2025, are summarized as follows by lease category: (in thousands) Operating Finance 2026 1,381 3,840 2027 320 — 2028 — — 2029 — — 2030 — — Thereafter — — Total minimum lease payments $ 1,701 $ 3,840 Less: future payment amount for interest 54 40 Present value of minimum lease payments $ 1,647 $ 3,800 Less: current portion 1,330 3,800 Lease obligations, long-term $ 317 $ — Note 7. Auto Liability and Workers’ Compensation Insurance Accruals We act as a self-insurer for auto liability, defined as including property damage, personal injury, or cargo based on defined insurance retention. In April 2023, we renewed our primary auto liability insurance with a three year program. 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. 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. 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 F-17 losses as well as workers’ compensation claims for amounts 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. Since the reported liability is an estimate, the ultimate liability may be more or less than reported. In addition to internally developed reserves and estimates, we utilize an actuarial specialist to provide an independent annual assessment of the internally developed accident and workers' compensation accruals. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. 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, 2025 and 2024. Note 8. Income Taxes Deferred tax assets and liabilities as of December 31 are as follows: 2025 2024 Deferred income tax assets: (in thousands) Allowance for credit losses $ 337 $ 501 Accrued expenses 4,610 4,373 Stock-based compensation 746 187 Insurance accruals 15,407 14,153 State net operating loss carryforward 129 865 Indirect tax benefits of unrecognized tax benefits 941 1,091 Other — — Total gross deferred tax assets 22,170 21,170 Less valuation allowance — — Net deferred tax assets 22,170 21,170 Deferred income tax liabilities: Property and equipment ( 116,139 ) ( 137,019 ) Goodwill and amortizable intangibles ( 36,216 ) ( 38,621 ) Prepaid expenses ( 2,091 ) ( 2,958 ) Total gross deferred tax liability ( 154,446 ) ( 178,598 ) Net deferred tax liabilities $ ( 132,276 ) $ ( 157,428 ) The deferred tax amounts above have been classified in the accompanying consolidated balance sheets at December 31, 2025 and 2024 as follows: 2025 2024 (in thousands) Noncurrent assets, net $ 1,353 $ 946 Long-term liabilities, net ( 133,629 ) ( 158,374 ) $ ( 132,276 ) $ ( 157,428 ) We have not recorded a valuation allowance against any deferred tax assets at December 31, 2025 and 2024. 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: F-18 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: 2025 2024 2023 (in thousands) Current income taxes: Federal $ 6,473 $ 19,790 $ 19,020 State and Local 2,857 3,513 3,543 Foreign 146 ( 57 ) 596 9,476 23,246 23,159 Deferred income taxes: Federal ( 20,541 ) ( 27,078 ) ( 14,500 ) State and Local ( 4,239 ) ( 3,669 ) ( 3,311 ) Foreign ( 371 ) 548 ( 270 ) ( 25,151 ) ( 30,199 ) ( 18,081 ) Total $ ( 15,675 ) $ ( 6,953 ) $ 5,078 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: 2025 (in thousands) (percent) Tax at U.S. Statutory Rate $ ( 14,307 ) 21.0 % State and Local Income Taxes (1) ( 1,177 ) 1.7 % Foreign Tax Effects Mexico 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. F-19 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: 2024 2023 Federal tax at statutory rate (21%) $ ( 7,702 ) $ 4,169 State taxes, net of federal benefit ( 403 ) 708 Permanent differences to return 1,758 1,740 Return to provision adjustment ( 719 ) ( 1,482 ) Uncertain income tax penalties and interest, net 25 ( 152 ) Foreign Rate Differential 130 154 Other ( 42 ) ( 59 ) $ ( 6,953 ) $ 5,078 At December 31, 2025 and December 31, 2024, we had a total of $ 4.5 million and $ 5.2 million in gross unrecognized tax benefits, respectively, included in long-term income taxes payable in the consolidated balance sheets. Of this amount, $ 3.5 million and $ 4.1 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate as of December 31, 2025 and December 31, 2024, respectively. 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 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, 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. Income tax expense is reduced in periods by the amount of accrued interest and penalties associated with reversed uncertain tax positions due to lapse of applicable statute of limitations, when applicable or when a position is settled. Income tax expense was reduced during the years ended December 31, 2025, 2024 and 2023 due to reversals of interest and penalties due to lapse of applicable statute of limitations and settlements, net of additions for interest and penalty accruals during the same period. These unrecognized tax benefits relate to risks associated with state income tax filing positions for our corporate subsidiaries. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2025 2024 (in thousands) Balance at January 1, $ 5,197 $ 5,522 Additions based on tax positions related to current year 300 37 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 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. F-20 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: 2025 (in thousands) Federal $ 6,750 State Pennsylvania 581 Other 1,890 Foreign 81 Income Taxes Paid Net of Amounts Refunded $ 9,302 Note 9. Equity 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 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. The share repurchase authorization is discretionary and has no expiration date. During the years ended December 31, 2025, 2024 and 2023 our Board of Directors declared dividends totaling $ 6.2 million, $ 6.3 million, and $ 6.3 million for each year, respectively. Future payment of cash dividends and the amount of such dividends will depend upon our financial conditions, our results of operations, our cash requirements, our tax treatment, and certain corporate law requirements, as well as factors deemed relevant by our Board of Directors. Note 10. Stock-Based Compensation In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc. 2021 Restricted Stock Award Plan (the "2021 Plan") was ratified. The 2021 Plan made available up to 0.6 million shares for the purpose of making restricted stock grants to our eligible employees, directors and consultants. The 2021 Plan has 0.2 million shares that remain available for the purpose of making restricted stock grants at December 31, 2025. There were no shares granted during the period 2021 to 2022 that remain unvested at December 31, 2025. Shares granted in 2023 through 2025 have various vesting terms that range from immediate to four years from the date of grant and have share prices ranging between $ 8.37 and $ 16.11 . Compensation expense associated with these awards is based on the market value of our stock on the grant date. Compensation expense associated with restricted stock awards to employees is included in salaries, wages and benefits while awards to directors or consultants is included in other operating expenses in the consolidated statements of comprehensive income. There were no significant assumptions made in determining fair value. Compensation expense associated with restricted stock awards was $ 2.2 million, $ 1.0 million, and $ 1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized compensation expense was $ 0.2 million at December 31, 2025 which will be recognized over a weighted average period of 1.0 years. The following table summarizes our restricted stock award activity for the years ended December 31, 2025, 2024 and 2023. The vesting dates for the awards vested in 2025 occurred relatively evenly throughout the year ended December 31, 2025. The fair value of awards vested during 2025, 2024 and 2023 was $ 1.4 million, $ 1.9 million and $ 1.1 million, respectively. F-21 2025 Number of Restricted Stock Awards ( in thousands) Weighted Average Grant Date Fair Value Unvested at January 1 9.5 $ 15.08 Granted 186.3 9.78 Vested ( 145.5 ) 9.67 Forfeited ( 4.2 ) 10.96 Outstanding (unvested) at end of year 46.1 $ 11.09 2024 Number of Restricted Stock Awards ( in thousands) Weighted Average Grant Date Fair Value Unvested at January 1 85.8 $ 14.84 Granted 84.7 12.15 Vested ( 145.0 ) 13.26 Forfeited ( 16.0 ) 14.81 Outstanding (unvested) at end of year 9.5 $ 15.08 2023 Number of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of year 40.1 $ 16.01 Granted 118.9 14.53 Vested ( 73.2 ) 14.97 Forfeited — — Outstanding (unvested) at end of year 85.8 $ 14.84 Note 11. Profit Sharing Plan and Retirement Plan 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 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. Note 12. Commitments and Contingencies We are a party to ordinary, routine litigation and administrative proceedings incidental to our business. In the opinion of management, our potential exposure under pending legal proceedings is adequately provided for in the accompanying consolidated financial statements. The total estimated purchase commitments for tractors (net of tractor sale commitments) and trailer equipment at December 31, 2025, was $ 34.6 million. F-22 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In Thousands, Except Per Share Data) Column C Column A Column B Charges To Column D Column E Balance At Cost Balance Beginning And Other At End Description of Period Expense Accounts Deductions of Period Allowance for credit losses: Year ended December 31, 2025 $ 2,200 $ — $ — $ 700 $ 1,500 Year ended December 31, 2024 2,700 — — 500 2,200 Year ended December 31, 2023 3,300 — — 600 2,700 See accompanying Report of Independent Registered Public Accounting Firm. S-1