Heartland Express (HTLD) Form 4: Michael Gerdin Purchases 29,999 Shares

Rhea-AI Filing Summary

Michael J. Gerdin, reporting person for Heartland Express Inc. (HTLD), reported open-market purchases of the issuer's common stock on 08/14/2025, 08/15/2025 and 08/18/2025 totaling 29,999 shares (1,314; 3,888; 24,798) at prices of $8.20 and a weighted average of $8.1876 on 08/18/2025. After the reported purchases, one line of holdings shows 1,491,868 shares beneficially owned following the 08/18 transaction.

The filing discloses that Mr. Gerdin holds extensive indirect interests through multiple trusts and partnerships: disclosed indirect holdings include 4,474,456, 14,465,076, 4,283,975, 5,003,805, 1,936,276, 438,282, and other trust balances. Roles noted include trustee, co-trustee, co-general partner, and that his spouse is trustee of a family trust. The filing explains the weighted average price range ($8.16–$8.20) and offers to provide detailed per-price purchase counts on request.

Positive

• Insider purchases reported: 29,999 shares acquired across three transactions, indicating insider buying activity.
• Transparent pricing disclosure: weighted average purchase price disclosed and offer to provide per-price details on request.
• Clear role disclosure: reporting person identifies trustee/co-trustee and co-general partner roles and disclaims ownership where appropriate.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchases of 29,999 HTLD shares at ~ $8.19 signal incremental insider buying, disclosed as indirect holdings across multiple trusts.

The transactions are routine open-market purchases by a significant insider and trustee. The reported quantities are modest relative to the large indirect positions disclosed, but purchases at ~$8.19 increase reported beneficial ownership on at least one direct/indirect line to 1,491,868 shares. The filing provides the required weighted-average price disclosure and an offer to furnish granular purchase-price details to regulators or shareholders.

Corporate Governance Expert

TL;DR: The filing shows centralized family control via trusts and partnerships with transparent disclosure of roles and disclaimers.

Mr. Gerdin’s status as trustee/co-trustee and co-general partner is clearly noted and several holdings are disclaimed where appropriate. The document complies with Section 16 reporting: it identifies relationships, lists specific share counts for each trust/partnership, and includes an explanation of the weighted-average pricing. No departures from standard disclosure practice are evident in the filing text provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GERDIN MICHAEL J

(Last) (First) (Middle)

901 HEARTLAND WAY

(Street)

NORTH LIBERTY IA 52317

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		Co-Trustee of 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2025		P		1,314	A	$8.2	1,463,182	I	Trustee of Trust(1)
Common Stock	08/15/2025		P		3,888	A	$8.2	1,467,070	I	Trustee of Trust(1)
Common Stock	08/18/2025		P		24,798	A	$8.1876(2)	1,491,868	I	Tustee of Trust(1)
Common Stock								4,474,456	I	Trustee of GRATs(3)
Common Stock								14,465,076	I	Co-Trustee of Trust(4)
Common Stock								4,283,975	I	Co-Trustee of Trust(5)
Common Stock								38,424	I	Trustee of Trusts(6)
Common Stock								5,003,805	I	Co-Trustee of Trust(7)
Common Stock								1,936,276	I	Co-General Partner of Partnership(8)
Common Stock								438,282	I	Spouse is Trustee of Shares Held by Trust(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Gerdin is the trustee of the Michael J. Gerdin Revocable Trust.

2. The price reflects a weighted average purchase price for multiple transactions ranging from $8.16 to $8.20 per share, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

3. Mr. Gerdin is the trustee of grantor retained annuity trusts established by Ann S. Gerdin for her benefit.

4. Mr. Gerdin is a co-trustee of the Ann S. Gerdin Revocable Trust.

5. Mr. Gerdin is a co-trustee of the 2009 Gerdin Heartland Trust. As a co-trustee, Mr. Gerdin disclaims beneficial ownership with respect to this trust.

6. Mr. Gerdin is the trustee of trusts created for the benefit of his children.

7. Mr. Gerdin is a co-trustee of the 2007 Gerdin Heartland Trust. As a co-trustee, Mr. Gerdin disclaims beneficial ownership with respect to this trust.

8. Mr. Gerdin is a co-general partner of Gerdin Family Investments LP. Beneficial ownership is disclaimed except to the extent of Mr. Gerdin's percentage ownership of general and limited partner shares in the partnership.

9. Mr. Gerdin's spouse is the trustee of the Michael J. Gerdin Family Trust.

	/S/ Michael J. Gerdin	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What shares did Michael J. Gerdin purchase in the Form 4 for HTLD?

The Form 4 reports purchases of 1,314 shares on 08/14/2025, 3,888 shares on 08/15/2025, and 24,798 shares on 08/18/2025.

At what price were the HTLD shares purchased according to the Form 4?

The purchases were reported at prices of $8.20 for earlier trades and a weighted average of $8.1876 on 08/18/2025; the filing states the overall range was $8.16 to $8.20.

How many HTLD shares does Michael J. Gerdin beneficially own after the reported transactions?

One reported line shows 1,491,868 shares beneficially owned following the 08/18/2025 transaction; additional indirect holdings through trusts and partnerships are separately listed.

Through what vehicles does Mr. Gerdin hold HTLD shares?

The filing discloses ownership via multiple trusts and partnerships where Mr. Gerdin is trustee, co-trustee, co-general partner, and notes his spouse is trustee of a family trust.

Does the Form 4 explain the weighted average price for the 08/18/2025 purchases?

Yes. The filing explains the $8.1876 figure is a weighted average for multiple transactions between $8.16 and $8.20 and offers to provide per-price counts on request.