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Heartland Express (NASDAQ: HTLD) director reports restricted stock awards and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HEARTLAND EXPRESS INC director and officer David Paul Millis reported stock-based compensation activity rather than open-market trading. On April 22, he received 2,866 restricted shares of common stock under the 2021 Restricted Stock Plan, which vested immediately, and 1,069 shares were withheld to cover tax obligations.

On April 24, he received an additional 2,000 restricted shares, also vesting immediately, with 746 shares withheld for taxes. After these award and tax-withholding transactions, Millis directly holds 60,533.92 shares of HEARTLAND EXPRESS INC common stock.

Positive

  • None.

Negative

  • None.
Insider Millis David Paul
Role President of Millis Transfer
Type Security Shares Price Value
Grant/Award Common Stock 2,000 $0.00 --
Tax Withholding Common Stock 746 $13.03 $10K
Grant/Award Common Stock 2,866 $0.00 --
Tax Withholding Common Stock 1,069 $11.58 $12K
Holdings After Transaction: Common Stock — 60,533.92 shares (Direct, null)
Footnotes (1)
  1. The reporting person received 2,866 restricted shares of Heartland Express, Inc. common stock as an award under the 2021 Restricted Stock Plan. The award vested immediately. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person. The reporting person received 2,000 restricted shares of Heartland Express, Inc. common stock as an award under the 2021 Restricted Stock Plan. The award vested immediately.
Restricted stock award 2,866 shares Restricted shares granted on April 22 under 2021 Restricted Stock Plan
Tax-withheld shares 1,069 shares Shares deemed withheld for tax on April 22 vesting
Restricted stock award 2,000 shares Restricted shares granted on April 24 under 2021 Restricted Stock Plan
Tax-withheld shares 746 shares Shares deemed withheld for tax on April 24 vesting
Direct holdings after transactions 60,533.92 shares Common stock directly owned after April 24 transactions
Tax-withholding total 1,815 shares Aggregate shares used for tax withholding in this Form 4
Withholding price April 22 $11.58 per share Price for tax-withholding disposition on April 22
Withholding price April 24 $13.03 per share Price for tax-withholding disposition on April 24
restricted shares financial
"The reporting person received 2,866 restricted shares of Heartland Express, Inc. common stock as an award"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
2021 Restricted Stock Plan financial
"as an award under the 2021 Restricted Stock Plan. The award vested immediately."
tax withholding obligations financial
"Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock"
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Millis David Paul
(Last)(First)(Middle)
901 HEARTLAND WAY
(Street)
NORTH LIBERTY IOWA 52317
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President of Millis Transfer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/22/2026A2,866(1)A$059,602.92D
Common Stock04/22/2026F1,069(2)D$11.5858,533.92D
Common Stock04/24/2026A2,000(3)A$060,533.92D
Common Stock04/24/2026F746(2)D$13.0359,787.92D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person received 2,866 restricted shares of Heartland Express, Inc. common stock as an award under the 2021 Restricted Stock Plan. The award vested immediately.
2. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person.
3. The reporting person received 2,000 restricted shares of Heartland Express, Inc. common stock as an award under the 2021 Restricted Stock Plan. The award vested immediately.
Remarks:
/s/ David Paul Millis, by Chris Strain, attorney-in-fact, pursuant to POA previously filed04/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HTLD director David Paul Millis report?

David Paul Millis reported restricted stock awards and related tax withholding transactions, not open-market trades. He received 2,866 restricted shares on April 22 and 2,000 restricted shares on April 24, both under Heartland Express’s 2021 Restricted Stock Plan and vesting immediately.

Were the HTLD Form 4 transactions open-market buys or sells?

No, the Form 4 transactions were not open-market buys or sells. They reflect restricted stock awards (code A) and shares deemed withheld for tax obligations (code F) upon vesting, consistent with compensation and tax-settlement mechanics rather than discretionary market trading.

How many Heartland Express (HTLD) shares does David Paul Millis hold after these transactions?

Following the reported restricted stock awards and tax-withholding dispositions, David Paul Millis directly holds 60,533.92 shares of Heartland Express common stock. This figure reflects his updated ownership position after both April 22 and April 24 compensation-related transactions disclosed.

What restricted stock awards did HTLD grant to David Paul Millis?

Heartland Express granted David Paul Millis 2,866 restricted shares on April 22 and 2,000 restricted shares on April 24. Both awards were made under the 2021 Restricted Stock Plan, and each grant vested immediately upon issuance according to the footnote disclosures.

Why were some HTLD shares disposed of in the Form 4 for David Paul Millis?

The disposed shares represent amounts deemed withheld to satisfy tax withholding obligations on vested restricted stock. Specifically, 1,069 shares on April 22 and 746 shares on April 24 were used to cover taxes, classified as tax-withholding dispositions rather than voluntary market sales.