[Form 4] HEARTLAND EXPRESS INC Insider Trading Activity

Rhea-AI Filing Summary

Joshua Stefan Helmich, SVP and CFO of Heartland Express, reported on a Form 4 that 70 shares of Heartland Express Inc. (HTLD) were disposed of on 10/01/2025 at a price of $8.33 per share. The filing explains these shares were deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person. After the transaction, the filing shows the reporting person beneficially owned 7,613 shares directly. The Form 4 was signed by power of attorney and dated 10/03/2025.

Positive

• Form 4 filed, demonstrating compliance with Section 16 reporting requirements
• Transaction is explicitly described as tax withholding on vested restricted stock, indicating routine compensation processing

Negative

• None.

Insights

Corporate Governance Analyst

Insider sale was a withholding for tax on vested restricted stock, not an open-market disposition.

This Form 4 discloses a 70-share disposition on 10/01/2025 coded as a tax withholding (code F with explanatory note). That coding indicates the company satisfied tax obligations tied to restricted stock vesting rather than a voluntary sale for cash.

Because the filing shows the reporting person remains a significant shareholder with 7,613 shares post-transaction, the event signals routine compensation mechanics and confirms Section 16 reporting compliance.

Compensation and Tax Specialist

Share count withheld (70 shares) equates to tax withholding on vested RSUs, value shown at $8.33 per share.

The explanation explicitly states the shares were "deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock," tying the transaction to compensation taxation rather than discretionary selling. The per-share price disclosed is $8.33, which provides the taxable value used for withholding.

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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hours per response:			0.5

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^*

Helmich Joshua Stefan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO of CFI

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		70(1)	D	$8.33	7,613	D

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. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person.

Remarks:

	Joshua Stefan Helmich, by Chris Strain, attorney-in-fact, pursuant to POA previously filed	10/03/2025
	** 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 did the HTLD Form 4 filed by Joshua Helmich report?

The Form 4 reports a disposition of 70 shares on 10/01/2025 at $8.33 per share, recorded as tax withholding for vested restricted stock.

How many HTLD shares does Joshua Helmich beneficially own after the transaction?

The filing shows the reporting person beneficially owns 7,613 shares following the reported transaction.

Why were the 70 HTLD shares disposed of according to the filing?

The explanation states the shares were deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person.

What role does Joshua Helmich hold at Heartland Express (HTLD)?

The Form identifies the reporting person as an officer: SVP and CFO of Heartland Express.

When was the Form 4 signed and by whom?

The signature block shows the Form was signed by power of attorney (Chris Strain) on 10/03/2025 for Joshua Stefan Helmich.