What did the 500-share award to HTLD's COO consist of?

The 500 -share award to Rigdon Kent Daryl consisted of restricted common stock under Heartland Express’s 2021 Restricted Stock Plan . Footnotes state that the restricted stock award vested immediately, turning into fully owned shares subject only to the associated tax withholding obligations.

Why were 167 HTLD shares disposed of at $13.30 per share?

The 167 Heartland Express shares valued at $13.30 per share were deemed withheld to satisfy tax withholding obligations upon vesting of the restricted stock granted to the COO. This transaction represents a tax-withholding disposition rather than an open-market sale of shares.

Is the HTLD COO’s 500-share grant a cashless transaction?

Yes. The COO received 500 restricted shares with a recorded price of $0.00 per share, indicating an equity compensation grant. A separate tax-withholding transaction withheld 167 shares at $13.30 per share to cover taxes, instead of paying cash for the tax liability.

Heartland Express (HTLD) COO gets 500 restricted shares; 167 withheld

Q: What insider transactions did HTLD's COO report on May 15, 2026?

Rigdon Kent Daryl reported receiving 500 restricted Heartland Express shares that vested immediately, with 167 shares withheld at $13.30 to satisfy tax obligations, leaving him directly holding 1,360 common shares after the transactions. These movements reflect an equity compensation grant and related tax settlement.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Heartland Express Chief Operating Officer Rigdon Kent Daryl received 500 restricted shares of common stock as an award under the 2021 Restricted Stock Plan, which vested immediately. To satisfy tax withholding obligations on this vesting, 167 shares were withheld at $13.30 per share. After these transactions, he directly holds 1,360 common shares.

Insider Trade Summary

Net Buyer: 333 shares

Net Buy 2 txns

Insider Rigdon Kent Daryl

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	167	$13.30	$2K

Holdings After Transaction: Common Stock — 1,360 shares (Direct)

Footnotes (2)

F1. The reporting person received 500 restricted shares of Heartland Express, Inc. common stock as an award under the 2021 Restricted Stock Plan. The award vested immediately.
F2. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock granted to the reporting person.

Key Figures

Restricted shares awarded: 500 shares Shares withheld for taxes: 167 shares Tax withholding price: 13.30 per share +1 more

4 metrics

Restricted shares awarded 500 shares Restricted common stock award under 2021 Restricted Stock Plan, vested immediately

Shares withheld for taxes 167 shares Shares deemed withheld to satisfy tax withholding obligations upon vesting

Tax withholding price 13.30 per share Per-share value used for shares withheld to cover tax obligations

Direct common shares held after transactions 1,360 shares COO Rigdon Kent Daryl’s direct Heartland Express common stock holdings after May 15, 2026

Key Terms

restricted stock, 2021 Restricted Stock Plan, tax withholding obligations, vested immediately

4 terms

restricted stock financial

"The reporting person received 500 restricted shares of Heartland Express, Inc. common stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

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"

vested immediately financial

"The reporting person received 500 restricted shares ... The award vested immediately"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/18/2026 - 05:56 PM

FAQ

What insider transactions did HTLD's COO report on May 15, 2026?

Rigdon Kent Daryl reported receiving 500 restricted Heartland Express shares that vested immediately, with 167 shares withheld at $13.30 to satisfy tax obligations, leaving him directly holding 1,360 common shares after the transactions. These movements reflect an equity compensation grant and related tax settlement.

How many Heartland Express (HTLD) shares does the COO hold after this Form 4?

Following the restricted stock award and related tax withholding, COO Rigdon Kent Daryl directly holds 1,360 shares of Heartland Express common stock. This post-transaction balance reflects the net position after the 500-share grant and 167 shares withheld to cover tax obligations.

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
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^*

Rigdon Kent Daryl

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		A		500⁽¹⁾	A	$0	1,527	D
Common Stock	05/15/2026		F		167⁽²⁾	D	$13.3	1,360	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person received 500 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.

Remarks:

	/s/Kent D. Rigdon, by Christopher A. Strain, pursuant to power of attorney previously filed	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR