Form 8-K

8-K — HEARTLAND EXPRESS INC

Accession: 0000799233-26-000037

Filed: 2026-08-05

Period: 2026-07-30

CIK: 0000799233

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — htld-20260730.htm (Primary)

EX-99.1 (htld2026q2earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: htld-20260730.htm · Sequence: 1

htld-20260730

0000799233FALSE901 HEARTLAND WAY,NORTH LIBERTYIA319645-706000007992332026-07-302026-07-30

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):

July 30, 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 July 30, 2026, Heartland Express, Inc. announced its unaudited financial results for the quarter ended June 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 July 30, 2026 with

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

June 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: August 5, 2026 By:/s/Christopher A. Strain

Christopher A. Strain

Vice President-Finance,

Treasurer and Chief Financial Officer

EX-99.1

Filename: htld2026q2earningsrelease.htm · Sequence: 2

Document

July 30, 2026 For Immediate Release

Press Release

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

NORTH LIBERTY, IOWA - July 30, 2026 - Heartland Express, Inc. (Nasdaq: HTLD) announced today financial results for the three and six months ended June 30, 2026.

Three months ended June 30, 2026:

•Operating Revenue of $184.1 million,

•Net Income of $10.6 million,

•Basic Earnings per Share of $0.14,

•Operating Ratio of 91.0% (a 1,490bp improvement to Q2 2025) and 88.3% Non-GAAP Adjusted Operating Ratio(1),

•Purchased 172,061 shares of our common stock for $2.3 million,

•Payments of $15 million to reduce outstanding acquisition-related debt,

•Total Assets of $1.2 billion, including $62.4 million of Cash,

•Stockholders' Equity of $756.3 million.

Six months ended June 30, 2026:

•Operating Revenue of $360.4 million,

•Net Income of $5.8 million,

•Basic Earnings per Share of $0.07,

•Operating Ratio of 96.3% and 94.9% Non-GAAP Adjusted Operating Ratio(1),

•Smith Transport debt and equipment leases eliminated,

•Payments of $25 million to reduce outstanding debt and finance lease obligations. Acquisition-related debt and finance lease obligations reduced from $494 million in 2022 to $135 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 June 30, 2026, reflect significant operating ratio improvement (91.0%) as compared to the second quarter of 2025 (105.9%) 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 and profitability as we continue toward our foundational goal of an operating ratio of 85.0% or lower and return to a debt-free balance sheet. The improved financial results delivered reflect stronger freight volumes and improved customer pricing resulting from ongoing industry capacity reductions along with reduced operating costs and strategic disposals of under-utilized assets. We expect to rely on our positive cash flows from operations to make a significant investment in our fleet of tractors and trailers over the remainder of the year along with additional reductions of the remaining acquisition-related debt."

Financial Results

For the three months ended June 30, 2026, the Company delivered operating revenues of $184.1 million, compared to $210.4 million in the same period of 2025. Operating revenues for the quarter included fuel surcharge revenues of $31.7 million, compared to $24.5 million in the same period of 2025. Net income was $10.6 million, as compared to a net loss of ($10.9) million in the second quarter of 2025. Basic earnings per share was $0.14 during the quarter, as compared to basic loss per share of $(0.14) in the same period of 2025. The Company posted an operating ratio of 91.0%, non-GAAP adjusted operating ratio(1) of 88.3%, and net income as a percentage of operating revenues of 5.7% in the second quarter of 2026 compared to 105.9%, 106.0%, and (5.2)% (net loss as a percentage of operating revenues) respectively, in the second quarter of 2025.

For the six months ended June 30, 2026, the Company delivered operating revenues of $360.4 million, compared to $429.8 million in the same period of 2025. Operating revenues for the period included fuel surcharge revenues of $54.2 million, compared to $50.8 million in the same period of 2025. Operating income for the six-month period ended June 30, 2026 was $13.3 million, compared to an operating loss of $(27.3) million in the same period of the prior year. Net income was $5.8 million, compared to net loss of $(24.7) million in the same period of the prior year. Basic earnings per share was $0.07 during the six-month period as compared to $(0.32) basic loss per share during the same period of 2025. The Company posted an operating ratio of 96.3%, non-GAAP adjusted operating ratio(1) of 94.9%, and net income as a percentage of operating revenues of 1.6% for the six months ended June 30, 2026 compared to 106.4%, 106.5%, and (5.8)% (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 June 30, 2026, the Company had $62.4 million in cash balances, an increase of $43.9 million since December 31, 2025. Debt of $134.9 million remains at June 30, 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 were fully retired in the first three months of 2026. There were no borrowings under the Company's unsecured line of credit at June 30, 2026. The Company had $88.8 million in available borrowing capacity on the line of credit as of June 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 $1.2 billion and stockholders' equity of $756.3 million.

Net cash flows from operations for the first six months of 2026 were $36.0 million or 10.0% of operating revenue. The primary uses of cash for financing activities were $25 million used for repayment of debt and financing leases along with $3.1 million for dividends paid and $2.3 million for repurchases of common stock. Cash provided by investing activities included $39.2 million from net property and equipment transactions.

The average age of the Company's consolidated tractor fleet was 2.3 years as of June 30, 2026 compared 2.6 years as of June 30, 2025. The average age of the Company's consolidated trailer fleet was 7.1 years as of June 30, 2026 compared to 7.5 years as of June 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 net capital expenditures to be approximately $8 to $14 million and $13 to $19 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 second quarter of 2026 and paid on July 6, 2026. The Company has now paid cumulative cash dividends of $564.5 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-two consecutive quarters since 2003. Our outstanding shares at June 30, 2026 were 77.3 million. A total of 3.0 million shares of common stock have been repurchased for $37.0 million over the past five years. The Company has the ability to repurchase an additional 4.7 million shares under the current authorization which would result in 72.7 million outstanding shares if fully executed.

Other Information

During the second quarter of 2026, our family of operating brands continued to deliver award-winning service and earn corporate trust as Millis Transfer was recognized by Newsweek as one of America's Greatest Midsize Workplaces for Culture, Belonging & Community in 2026.

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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

OPERATING REVENUE $ 184,126 $ 210,387 $ 360,383 $ 429,807

OPERATING EXPENSES:

Salaries, wages, and benefits $ 69,135 $ 87,159 $ 138,230 $ 180,396

Rent and purchased transportation 10,791 13,343 21,256 27,617

Fuel 40,549 33,709 73,286 71,627

Operations and maintenance 12,784 17,439 24,649 34,718

Operating taxes and licenses 3,765 4,422 7,717 9,163

Insurance and claims 11,783 14,154 24,562 26,076

Communications and utilities 1,977 2,206 3,574 4,471

Depreciation and amortization 32,306 41,463 67,463 83,091

Other operating expenses 9,537 11,693 18,759 24,531

Gain on disposal of property and equipment (25,050) (2,782) (32,367) (4,566)

167,577 222,806 347,129 457,124

Operating income (loss) 16,549 (12,419) 13,254 (27,317)

Interest income 370 198 578 326

Interest expense (1,878) (2,962) (4,088) (6,066)

Income (loss) before income taxes 15,041 (15,183) 9,744 (33,057)

Federal and state income tax (benefit) 4,458 (4,328) 3,982 (8,329)

Net Income (loss) $ 10,583 $ (10,855) $ 5,762 $ (24,728)

Income (loss) per share

Basic $ 0.14 $ (0.14) $ 0.07 $ (0.32)

Diluted $ 0.14 $ (0.14) $ 0.07 $ (0.32)

Weighted average shares outstanding

Basic 77,404 78,079 77,430 78,308

Diluted 77,437 78,142 77,463 78,375

Dividends declared per share $ 0.02 $ 0.02 $ 0.04 $ 0.04

HEARTLAND EXPRESS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

June 30, December 31,

ASSETS 2026 2025

CURRENT ASSETS

Cash and cash equivalents $ 62,385 $ 18,475

Trade receivables, net 76,658 74,172

Prepaid tires 11,055 11,626

Other current assets 35,696 9,181

Income taxes receivable — 1,146

Total current assets 185,794 114,600

PROPERTY AND EQUIPMENT 1,003,181 1,148,693

Less accumulated depreciation 432,010 481,471

571,171 667,222

GOODWILL 322,597 322,597

OTHER INTANGIBLES, NET 67,003 69,512

OTHER ASSETS 15,402 14,686

DEFERRED INCOME TAXES, NET 1,311 1,353

OPERATING LEASE RIGHT OF USE ASSETS 11,513 1,647

$ 1,174,791 $ 1,191,617

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities $ 34,253 $ 33,479

Compensation and benefits 25,387 25,061

Insurance accruals 28,761 31,437

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

Operating lease liabilities - current portion 3,202 1,330

Other accruals 14,691 13,143

Income taxes payable 10,935 —

Total current liabilities 117,229 110,164

LONG-TERM LIABILITIES

Income taxes payable 5,839 5,427

Long-term debt and finance lease liabilities less current portion 134,890 154,059

Operating lease liabilities less current portion 8,311 317

Deferred income taxes, net 122,550 133,629

Insurance accruals less current portion 29,695 32,702

Total long-term liabilities 301,285 326,134

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2026 and 2025; outstanding 77,328 and 77,445 in 2026 and 2025, respectively 907 907

Additional paid-in capital 2,588 2,979

Retained earnings 968,070 965,405

Treasury stock, at cost; 13,361 and 13,244 in 2026 and 2025, respectively (215,288) (213,972)

756,277 755,319

$ 1,174,791 $ 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

Operating revenue $ 184,126 $ 210,387 $ 360,383 $ 429,807

Less: Fuel surcharge revenue 31,743 24,509 54,186 50,830

Operating revenue, excluding fuel surcharge revenue 152,383 185,878 306,197 378,977

Operating expenses 167,577 222,806 347,129 457,124

Less: Fuel surcharge revenue 31,743 24,509 54,186 50,830

Less: Amortization of intangibles 1,254 1,254 2,509 2,509

Adjusted operating expenses 134,580 197,043 290,434 403,785

Operating income (loss) 16,549 (12,419) 13,254 (27,317)

Adjusted operating income (loss) $ 17,803 $ (11,165) $ 15,763 $ (24,808)

Operating ratio 91.0 % 105.9 % 96.3 % 106.4 %

Adjusted operating ratio 88.3 % 106.0 % 94.9 % 106.5 %

(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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-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- 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

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