Form 8-K

8-K — HEARTLAND EXPRESS INC

Accession: 0000799233-26-000045

Filed: 2026-10-21

Period: 2026-10-20

CIK: 0000799233

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — htld-20261020.htm (Primary)

EX-99.1 (htld2026q3earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: htld-20261020.htm · Sequence: 1

htld-20261020

0000799233FALSE901 HEARTLAND WAY,NORTH LIBERTYIA319645-706000007992332026-10-202026-10-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

--------------------------------------------------------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 20, 2026

----------------------------------------------------------------

HEARTLAND EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Nevada 000-15087 93-0926999

(State of other Jurisdiction (Commission (IRS Employer

of Incorporation) File Number) Identification No.)

901 HEARTLAND WAY, NORTH LIBERTY IA

52317

(Address of Principal Executive Offices) (Zip Code)

319 645-7060

Registrant's Telephone Number (including area code):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value HTLD NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 20, 2026, Heartland Express, Inc. announced its unaudited financial results for the quarter ended September 30, 2026. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER EXHIBIT DESCRIPTION

99.1

Heartland Express, Inc. press release dated October 20, 2026 with

respect to the Company's unaudited financial results for the quarter ended

September 30, 2026

The information contained in Items 2.02 and 9.01 of this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act:”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph following the financial and operating information in the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risk, uncertainties, and other factors that may affect future results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HEARTLAND EXPRESS, INC.

Date: October 21, 2026 By:/s/Christopher A. Strain

Christopher A. Strain

Vice President-Finance,

Treasurer and Chief Financial Officer

EX-99.1

Filename: htld2026q3earningsrelease.htm · Sequence: 2

Document

October 20, 2026 For Immediate Release

Press Release

Heartland Express, Inc. Reports Net Income and Financial Results for the Third Quarter of 2026

NORTH LIBERTY, IOWA - October 20, 2026 - Heartland Express, Inc. (Nasdaq: HTLD) announced today financial results for the three and nine months ended September 30, 2026.

Three months ended September 30, 2026:

•Operating Revenue of $179.5 million,

•Net Income of $1.0 million,

•Basic Earnings per Share of $0.01,

•Operating Ratio of 98.7% (a 500bp improvement to Q3 2025) and 97.6% Non-GAAP Adjusted Operating Ratio(1),

•Purchased 183,371 shares of our common stock for $2.2 million,

•Payments of $35 million to reduce outstanding acquisition-related debt,

•Total Assets of $1.1 billion, including $48.5 million of Cash,

•Stockholders' Equity of $754.1 million.

Nine months ended September 30, 2026:

•Operating Revenue of $539.9 million,

•Net Income of $6.7 million,

•Basic Earnings per Share of $0.09,

•Operating Ratio of 97.1% and 95.7% Non-GAAP Adjusted Operating Ratio(1),

•Purchased 355,432 shares of our common stock for $4.6 million,

•Smith Transport debt and equipment leases eliminated,

•Payments of $59.9 million to reduce outstanding debt and finance lease obligations. Acquisition-related debt and finance lease obligations reduced from $494.1 million in 2022 to $99.9 million.

Heartland Express Chief Executive Officer Mike Gerdin commented on the quarterly operating results and ongoing initiatives of the Company, "Our consolidated operating results for the three months ended September 30, 2026, reflect significant operating ratio improvement (98.7%) as compared to the third quarter of 2025 (103.7%). The improved financial results reflect stronger freight volumes and improved customer pricing resulting from ongoing industry capacity reductions, even though we do not expect the positive impacts of ongoing contract negotiations to be fully reflected in our operating results until 2027. During the third quarter of 2026, we continued to pay down acquisition-related debt and repurchase shares of our common stock. Our operating expenses were significantly impacted by rising fuel costs throughout the quarter, along with inflationary impacts to maintenance, repairs, and other employee-related costs. We expect to rely on our positive cash flows from operations to invest in our fleet of tractors and trailers over the remainder of the year. This allows us to continue our commitment to our professional drivers and our customers, to provide the latest and most efficient equipment throughout our operating fleet for their benefit."

Financial Results

For the three months ended September 30, 2026, the Company delivered operating revenues of $179.5 million, compared to $196.5 million in the same period of 2025. Operating revenues for the quarter included fuel surcharge revenues of $32.7 million, compared to $24.1 million in the same period of 2025. Net income was $1.0 million, as compared to a net loss of ($8.3) million in the third quarter of 2025. Basic earnings per share was $0.01 during the quarter, as compared to basic loss per share of $(0.11) in the same period of 2025. The Company posted an operating ratio of 98.7%, non-GAAP adjusted operating ratio(1) of 97.6%, and net income as a percentage of operating revenues of 0.5% in the third quarter of 2026 compared to 103.7%, 103.5%, and (4.2)% (net loss as a percentage of operating revenues) respectively, in the third quarter of 2025.

For the nine months ended September 30, 2026, the Company delivered operating revenues of $539.9 million, compared to $626.4 million in the same period of 2025. Operating revenues for the period included fuel surcharge revenues of $86.9 million, compared to $75.0 million in the same period of 2025. Operating income for the nine-month period ended September 30, 2026 was $15.6 million, compared to an operating loss of $(34.6) million in the same period of the prior year, an improvement of $50.2 million. Net income was $6.7 million, compared to net loss of $(33.0) million in the same period of the prior year. Basic earnings per share was $0.09 during the nine-month period as compared to $(0.42) basic loss per share during the same period of 2025. The Company posted an operating ratio of 97.1%, non-GAAP adjusted operating ratio(1) of 95.7%, and net income as a percentage of operating revenues of 1.2% for the nine months ended September 30, 2026 compared to 105.5%, 105.6%, and (5.3)% (net loss as a percentage of operating revenues) respectively, in the same period of the prior year.

Balance Sheet, Liquidity, and Capital Expenditures

As of September 30, 2026, the Company had $48.5 million in cash balances, an increase of $30.0 million since December 31, 2025. Debt of $99.9 million remains at September 30, 2026, down from total combined debt and finance lease obligations of $494.1 million related to the Smith Transport and Contract Freighters, Inc. acquisitions in 2022. These reductions occurred during very challenging truckload operating conditions during the same period. The acquisition-related debt and finance lease obligations of Smith Transport were fully retired in the first three months of 2026. There were no borrowings under the Company's unsecured line of credit at September 30, 2026. The Company had $88.8 million in available borrowing capacity on the line of credit as of September 30, 2026 after consideration of $11.2 million of outstanding letters of credit. The Company continues to be in compliance with associated financial covenants. The Company ended the quarter with total assets of $1.1 billion and stockholders' equity of $754.1 million.

Net cash flows from operations for the first nine months of 2026 were $55.1 million or 10.2% of operating revenue. The primary uses of cash for financing activities were $59.9 million used for repayment of debt and financing leases along with $4.6 million for dividends paid and $4.6 million for repurchases of common stock. Cash provided by investing activities included $44.7 million from net property and equipment transactions.

The average age of the Company's consolidated tractor fleet was 2.3 years as of September 30, 2026 compared to 2.6 years as of September 30, 2025. The average age of the Company's consolidated trailer fleet was 7.1 years as of September 30, 2026 compared to 7.5 years as of September 30, 2025. We expect to continue to dispose of excess trailers within our fleet as used equipment market conditions improve. For the remainder of 2026, we currently expect total net capital expenditures to be approximately $2 to $5 million and $9 to $13 million of total gains on disposal of property and equipment.

The Company continues its commitment to stockholders through the payment of cash dividends. Our regular dividend of $0.02 per share was declared during the third quarter of 2026 and paid on October 7,

2026. The Company has now paid cumulative cash dividends of $566.1 million, including four special dividends, ($2.00 in 2007, $1.00 in 2010, $1.00 in 2012, and $0.50 in 2021) over the past ninety-three consecutive quarters since 2003. Our outstanding shares at September 30, 2026 were 77.2 million. A total of 2.2 million shares of common stock have been repurchased for $22.9 million over the past five years. The Company has the ability to repurchase an additional 4.5 million shares under the current authorization which would result in 72.7 million outstanding shares if fully executed.

Other Information

During the third quarter of 2026, our family of operating brands continued to deliver award-winning service as Heartland Express was recognized with the FedEx Yearly Performer award for outstanding performance and received Logistics Management Magazine’s 2026 Quest for Quality Award within the Expedited Motor Carriers classification.

Operating revenue excluding fuel surcharge revenue, adjusted operating income (loss), and adjusted operating ratio are non-GAAP financial measures and are not intended to replace financial measures calculated in accordance with GAAP. These non-GAAP financial measures supplement our GAAP results. We believe that using these measures affords a more consistent basis for comparing our results of operations from period to period. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP, is included in the table at the end of this press release.

This press release may contain statements that might be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “seek,” “expects,” “estimates,” “anticipates,” “projects,” “believes,” “hopes,” “plans,” “goals,” “intends,” “may,” “might,” “likely,” “will,” “should,” “would,” “could,” “potential,” “predict,” “continue,” “strategy,” “future,” “ensure,” “outlook,” and similar terms and phrases. In this press release, the statements relating to freight supply and demand, our ability to react to and capitalize on changing market conditions, the expected impact of operational improvements and strategic changes, progress toward our goals, future capital expenditures, future dispositions of revenue equipment and property and gains therefrom, future profitability, and future stock repurchases, dividends, and debt repayment are forward-looking statements. Such statements are based on management's belief or interpretation of information currently available. These statements and assumptions involve certain risks and uncertainties, and undue reliance should not be placed on such statements. Actual events may differ materially from those set forth in, contemplated by, or underlying such statements as a result of numerous factors, including, without limitation, those specified in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The Company assumes no obligation to update any forward-looking statements, which speak as of their respective dates.

Contact: Heartland Express, Inc. (319-645-7060)

Mike Gerdin, Chief Executive Officer

Chris Strain, Chief Financial Officer

HEARTLAND EXPRESS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

OPERATING REVENUE $ 179,504 $ 196,547 $ 539,887 $ 626,354

OPERATING EXPENSES:

Salaries, wages, and benefits $ 65,894 $ 77,253 $ 204,123 $ 257,649

Rent and purchased transportation 9,284 12,303 30,540 39,920

Fuel 43,236 34,081 116,523 105,708

Operations and maintenance 12,261 15,367 36,910 50,085

Operating taxes and licenses 3,759 4,241 11,476 13,404

Insurance and claims 9,329 15,342 33,891 41,419

Communications and utilities 1,956 2,187 5,530 6,658

Depreciation and amortization 30,963 38,742 98,426 121,833

Other operating expenses 8,357 10,971 27,116 35,501

Gain on disposal of property and equipment (7,832) (6,688) (40,199) (11,254)

177,207 203,799 524,336 660,923

Operating income (loss) 2,297 (7,252) 15,551 (34,569)

Interest income 490 235 1,067 561

Interest expense (1,589) (2,908) (5,677) (8,974)

Income (loss) before income taxes 1,198 (9,925) 10,941 (42,982)

Federal and state income tax (benefit) 239 (1,641) 4,221 (9,971)

Net Income (loss) $ 959 $ (8,284) $ 6,720 $ (33,011)

Income (loss) per share

Basic $ 0.01 $ (0.11) $ 0.09 $ (0.42)

Diluted $ 0.01 $ (0.11) $ 0.09 $ (0.42)

Weighted average shares outstanding

Basic 77,317 77,465 77,392 78,024

Diluted 77,392 77,518 77,427 78,086

Dividends declared per share $ 0.02 $ 0.02 $ 0.06 $ 0.06

HEARTLAND EXPRESS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

September 30, December 31,

ASSETS 2026 2025

CURRENT ASSETS

Cash and cash equivalents $ 48,503 $ 18,475

Trade receivables, net 75,530 74,172

Prepaid tires 11,103 11,626

Other current assets 18,678 9,181

Income taxes receivable — 1,146

Total current assets 153,814 114,600

PROPERTY AND EQUIPMENT 962,225 1,148,693

Less accumulated depreciation 411,637 481,471

550,588 667,222

GOODWILL 322,597 322,597

OTHER INTANGIBLES, NET 65,749 69,512

OTHER ASSETS 14,772 14,686

DEFERRED INCOME TAXES, NET 1,186 1,353

OPERATING LEASE RIGHT OF USE ASSETS 14,291 1,647

$ 1,122,997 $ 1,191,617

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities $ 27,578 $ 33,479

Compensation and benefits 24,346 25,061

Insurance accruals 29,579 31,437

Long-term debt and finance lease liabilities - current portion 99,890 5,714

Operating lease liabilities - current portion 3,287 1,330

Other accruals 13,190 13,143

Income taxes payable 2,972 —

Total current liabilities 200,842 110,164

LONG-TERM LIABILITIES

Income taxes payable 5,906 5,427

Long-term debt and finance lease liabilities less current portion — 154,059

Operating lease liabilities less current portion 11,004 317

Deferred income taxes, net 120,738 133,629

Insurance accruals less current portion 30,410 32,702

Total long-term liabilities 168,058 326,134

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2026 and 2025; outstanding 77,203 and 77,445 in 2026 and 2025, respectively 907 907

Additional paid-in capital 2,197 2,979

Retained earnings 967,484 965,405

Treasury stock, at cost; 13,486 and 13,244 in 2026 and 2025, respectively (216,491) (213,972)

754,097 755,319

$ 1,122,997 $ 1,191,617

(1)

GAAP to Non-GAAP Reconciliation Schedule:

Operating revenue excluding fuel surcharge revenue, adjusted operating expenses, adjusted operating income (loss), and adjusted operating ratio reconciliation (a)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(Unaudited, in thousands) (Unaudited, in thousands)

Operating revenue $ 179,504 $ 196,547 $ 539,887 $ 626,354

Less: Fuel surcharge revenue 32,723 24,122 86,909 74,952

Operating revenue, excluding fuel surcharge revenue 146,781 172,425 452,978 551,402

Operating expenses 177,207 203,799 524,336 660,923

Less: Fuel surcharge revenue 32,723 24,122 86,909 74,952

Less: Amortization of intangibles 1,254 1,254 3,763 3,763

Adjusted operating expenses 143,230 178,423 433,664 582,208

Operating income (loss) 2,297 (7,252) 15,551 (34,569)

Adjusted operating income (loss) $ 3,551 $ (5,998) $ 19,314 $ (30,806)

Operating ratio 98.7 % 103.7 % 97.1 % 105.5 %

Adjusted operating ratio 97.6 % 103.5 % 95.7 % 105.6 %

(a) Operating revenue excluding fuel surcharge revenue, as reported in this press release is based upon operating revenue minus fuel surcharge revenue. Adjusted operating income (loss) as reported in this press release is based upon operating revenue excluding fuel surcharge revenue, less operating expenses, net of fuel surcharge revenue, and non-cash amortization expense related to intangible assets. Adjusted operating ratio as reported in this press release is based upon operating expenses, net of fuel surcharge revenue, and amortization of intangibles, as a percentage of operating revenue excluding fuel surcharge revenue. We believe that operating revenue excluding fuel surcharge revenue, adjusted operating income (loss), and adjusted operating ratio are more representative of our underlying operations by excluding the volatility of fuel prices, which we cannot control. Operating revenue excluding fuel surcharge revenue, adjusted operating income (loss), and adjusted operating ratio are not substitutes for operating revenue, operating income (loss), or operating ratio measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. Although we believe that operating revenue excluding fuel surcharge revenue, adjusted operating income (loss), and adjusted operating ratio improve comparability in analyzing our period-to-period performance, they could limit comparability to other companies in our industry if those companies define such measures differently. Because of these limitations, operating revenue excluding fuel surcharge revenue, adjusted operating income (loss), and adjusted operating ratio should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration