Form 8-K

8-K — HEARTLAND EXPRESS INC

Accession: 0000799233-26-000025

Filed: 2026-04-27

Period: 2026-04-23

CIK: 0000799233

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — htld-20260423.htm (Primary)

EX-99.1 (htld2026q1earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: htld-20260423.htm · Sequence: 1

htld-20260423

0000799233FALSE901 HEARTLAND WAY,NORTH LIBERTYIA319645-706000007992332026-04-232026-04-23

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):

April 23, 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 April 23, 2026, Heartland Express, Inc. announced its unaudited financial results for the quarter ended March 31, 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 April 23, 2026 with

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

March 31, 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: April 24, 2026 By:/s/Christopher A. Strain

Christopher A. Strain

Vice President-Finance,

Treasurer and Chief Financial Officer

EX-99.1

Filename: htld2026q1earningsrelease.htm · Sequence: 2

Document

April 23, 2026 For Immediate Release

Press Release

Heartland Express, Inc. Reports Operating Results for the First Quarter of 2026

NORTH LIBERTY, IOWA - April 23, 2026 - Heartland Express, Inc. (Nasdaq: HTLD) announced today financial results for the three months ended March 31, 2026.

Three months ended March 31, 2026:

•Operating Revenue of $176.3 million,

•Net Loss of $4.8 million ($0.06 Basic Loss per Share),

•Operating Ratio of 101.9% (a 490bp improvement to Q1 2025) and 101.3% Non-GAAP Adjusted Operating Ratio(1),

•Acquisition-related debt and finance lease obligations reduced from $494.1 million in 2022 to $149.9 million,

•Smith Transport debt and equipment leases eliminated,

•Total Assets of $1.2 billion, including $44.5 million of Cash,

•Stockholders' Equity of $749.0 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 March 31, 2026, reflect significant operating ratio improvement (101.9%) as compared to the first quarter of 2025 (106.8%) and sequential non-GAAP adjusted operating ratio(1) improvement in each quarter since the first quarter of 2025. We are pleased with our operational improvements as we continue toward our foundational goal of an operating ratio of 85.0% or lower. Results for January and February 2026 were challenged by the combination of normal seasonality along with significant negative weather events. Results for March 2026 were better, reflecting improved freight volumes and driver utilization compared to the beginning of the quarter due to ongoing industry capacity reductions and more favorable weather patterns. The positive variables in March 2026 were partially offset by a headwind of higher fuel prices as compared to the beginning of the quarter and the 2025 quarter. Despite the operating loss during the quarter, we continued to have positive cash flows from operations to invest in our fleet, drivers, terminal infrastructure, and to reduce remaining acquisition-related debt, including elimination of all Smith Transport acquisition-related debt and equipment leases. We continue to focus on eliminating the remaining acquisition-related debt from CFI.

During the first quarter of 2026, we completed the previously announced consolidation of the domestic operations of CFI into Heartland Express, including corporate and tractor rebranding efforts. We have been pleased with our ability to retain drivers during the transition, and we have been able to identify additional freight options not previously available to CFI as a result of this change. We continue to focus our operational efforts on driver utilization, reduction of unproductive miles, and other cost control initiatives. We have begun to see some encouraging signs related to market capacity reductions and freight demand improvements. We believe that meaningful improvements in freight demand and freight pricing have started, but may not fully materialize until later in 2026."

Financial Results

For the three months ended March 31, 2026, the Company delivered operating revenues of $176.3 million, compared to $219.4 million in the same period of 2025. Operating revenues for the quarter included fuel surcharge revenues of $22.4 million, compared to $26.3 million in the same period of 2025. Net loss was $4.8 million, as compared to a net loss of $13.9 million in the first quarter of 2025. Basic loss per share was $0.06 during the quarter, as compared to basic loss per share of $0.18 in the same period of 2025. The Company posted an operating ratio of 101.9%, non-GAAP adjusted operating ratio(1)

of 101.3%, and net loss as a percentage of operating revenues of 2.7% in the first quarter of 2026 compared to 106.8%, 107.1%, and 6.3% respectively, in the first quarter of 2025.

Balance Sheet, Liquidity, and Capital Expenditures

As of March 31, 2026, the Company had $44.5 million in cash balances, an increase of $26.0 million since December 31, 2025. Debt of $149.9 million remains at March 31, 2026, down from the initial $447.3 million of borrowings less associated fees for the CFI acquisition in August 2022 along with $46.8 million debt and finance lease obligations assumed from the Smith acquisition in May 2022. The acquisition-related debt and finance lease obligations of Smith Transport have now been fully retired as of March 31, 2026. There were no borrowings under the Company's unsecured line of credit at March 31, 2026. The Company had $88.8 million in available borrowing capacity on the line of credit as of March 31, 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 $1.2 billion and stockholders' equity of $749.0 million.

Net cash flows from operations for the first three months of 2026 were $23.2 million or 13.1% of operating revenue. The primary uses of cash for financing activities were $9.9 million used for repayment of debt and financing leases along with $1.6 million for dividends paid. Cash provided by investing activities was $14.9 million from net property and equipment transactions.

The average age of the Company's consolidated tractor fleet was 2.6 years as of March 31, 2026 and March 31, 2025. The average age of the Company's consolidated trailer fleet was 7.3 years as of March 31, 2026 compared to 7.4 years as of March 31, 2025. We expect to continue to dispose of excess trailers within our fleet as used equipment market conditions improve. During the calendar year of 2026, we currently expect net capital expenditures of approximately $10 to $20 million and $25 to $35 million of 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 first quarter of 2026 and paid on April 3, 2026. The Company has now paid cumulative cash dividends of $563.0 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-one consecutive quarters since 2003. Our outstanding shares at March 31, 2026 were 77.5 million. A total of 2.8 million shares of common stock have been repurchased for $34.7 million over the past five years. The Company has the ability to repurchase an additional 4.8 million shares under the current authorization which would result in 72.7 million outstanding shares if fully executed.

Other Information

During the first quarter of 2026, our family of operating brands continued to deliver award-winning service and corporate trust as evidenced by the following awards for our company and our employees:

•Pepsico Transportation - 2025 Carrier of the Year - WHD West Division

•Unilever - 2025 Carrier of the Year - Over-the-Road Asset

•Newsweek's 2026 Most Trustworthy Companies (4 times in 5 years)

In addition, we are extremely proud to recognize professional driver Richard Fertig (Smith Transport), as one of five Professional Drivers of the Year honored by the Truckload Carriers Association (TCA) at their 2026 Annual Convention.

Operating revenue excluding fuel surcharge revenue, adjusted operating 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 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 . 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 March 31,

2026 2025

OPERATING REVENUE $ 176,256 $ 219,420

OPERATING EXPENSES:

Salaries, wages, and benefits $ 69,095 $ 93,237

Rent and purchased transportation 10,464 14,274

Fuel 32,738 37,918

Operations and maintenance 11,865 17,279

Operating taxes and licenses 3,951 4,741

Insurance and claims 12,779 11,922

Communications and utilities 1,596 2,266

Depreciation and amortization 35,158 41,628

Other operating expenses 9,222 12,837

Gain on disposal of property and equipment (7,317) (1,784)

179,551 234,318

Operating loss (3,295) (14,898)

Interest income 207 129

Interest expense (2,210) (3,105)

Loss before income taxes (5,298) (17,874)

Federal and state income tax benefit (477) (4,001)

Net loss $ (4,821) $ (13,873)

Loss per share

Basic $ (0.06) $ (0.18)

Diluted $ (0.06) $ (0.18)

Weighted average shares outstanding

Basic 77,457 78,540

Diluted 77,489 78,610

Dividends declared per share $ 0.02 $ 0.02

HEARTLAND EXPRESS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

March 31, December 31,

ASSETS 2026 2025

CURRENT ASSETS

Cash and cash equivalents $ 44,490 $ 18,475

Trade receivables, net 77,843 74,172

Prepaid tires 11,162 11,626

Other current assets 9,706 9,181

Income taxes receivable — 1,146

Total current assets 143,201 114,600

PROPERTY AND EQUIPMENT 1,105,686 1,148,693

Less accumulated depreciation 478,559 481,471

627,127 667,222

GOODWILL 322,597 322,597

OTHER INTANGIBLES, NET 68,257 69,512

OTHER ASSETS 15,229 14,686

DEFERRED INCOME TAXES, NET 1,235 1,353

OPERATING LEASE RIGHT OF USE ASSETS 3,273 1,647

$ 1,180,919 $ 1,191,617

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities $ 40,682 $ 33,479

Compensation and benefits 25,351 25,061

Insurance accruals 30,456 31,437

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

Operating lease liabilities - current portion 1,865 1,330

Other accruals 13,981 13,143

Income taxes payable 227 —

Total current liabilities 112,562 110,164

LONG-TERM LIABILITIES

Income taxes payable 5,564 5,427

Long-term debt and finance lease liabilities less current portion 149,890 154,059

Operating lease liabilities less current portion 1,408 317

Deferred income taxes, net 131,362 133,629

Insurance accruals less current portion 31,102 32,702

Total long-term liabilities 319,326 326,134

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2026 and 2025; outstanding 77,467 and 77,445 in 2026 and 2025, respectively 907 907

Additional paid-in capital 2,600 2,979

Retained earnings 959,034 965,405

Treasury stock, at cost; 13,222 and 13,244 in 2026 and 2025, respectively (213,510) (213,972)

749,031 755,319

$ 1,180,919 $ 1,191,617

(1)

GAAP to Non-GAAP Reconciliation Schedule:

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

Three Months Ended March 31,

2026 2025

(Unaudited, in thousands)

Operating revenue $ 176,256 $ 219,420

Less: Fuel surcharge revenue 22,443 26,321

Operating revenue, excluding fuel surcharge revenue 153,813 193,099

Operating expenses 179,551 234,318

Less: Fuel surcharge revenue 22,443 26,321

Less: Amortization of intangibles 1,254 1,254

Adjusted operating expenses 155,854 206,743

Operating loss (3,295) (14,898)

Adjusted operating loss $ (2,041) $ (13,644)

Operating ratio 101.9 % 106.8 %

Adjusted operating ratio 101.3 % 107.1 %

(a) Operating revenue excluding fuel surcharge revenue, as reported in this press release is based upon operating revenue minus fuel surcharge revenue. Adjusted operating 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 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 loss, and adjusted operating ratio are not substitutes for operating revenue, operating 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 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 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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