| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE |
| (b) | Name of Issuer:
PAMT CORP |
| (c) | Address of Issuer's Principal Executive Offices:
297 WEST HENRI DE TONTI BLVD, TONTITOWN,
ARKANSAS
, 72770. |
Item 1 Comment:
This Amendment No. 16 amends and supplements the statement on Schedule 13D filed on January 15, 1997, as amended by the Amendment No. 1 filed on March 8, 2002, Amendment No. 2 filed on March 21, 2002, Amendment No. 3 filed on March 6, 2009, Amendment No. 4 filed on March 23, 2009, Amendment No. 5 filed on January 29, 2014, Amendment No. 6 filed on January 29, 2015, Amendment No. 7 filed on May 2, 2016, Amendment No. 8 filed on April 7, 2017, Amendment No. 9 filed on December 6, 2017, Amendment No. 10 filed on July 5, 2018, Amendment No. 11 filed on July 26, 2019, Amendment No. 12 filed on May 12, 2023, Amendment No. 13 filed on August 3, 2023, Amendment No. 14 filed on July 31, 2024, and Amendment No. 15 filed on May 9, 2025 (as amended, the "Schedule 13D"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 16 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraphs after the last paragraph thereof:
On May 12, 2025, Matthew J. Moroun received 954 shares of Common Stock from the Issuer upon his election to receive stock in lieu of cash for a portion of the Issuer's annual retainer for non-employee directors.
On September 11, 2025, Matthew T. Moroun sold 2,000,000 shares of Common Stock of the Issuer beneficially owned by him to the 2020 Lindsay Moroun Trust, for which Matthew T. Moroun serves as trustee and Frederick P. Calderone serves as special trustee. Since the filing of Amendment No. 15 to this Schedule 13D, these 2,000,000 shares were transferred by the Moroun Grantor Trust to Matthew T. Moroun, as beneficiary of such trust. The source of funds for the purchase of these shares by the 2020 Lindsay Moroun Trust was an interest-bearing note to Matthew T. Moroun. The purchase price was $21,490,000.00 based on the number of shares multiplied by a per share price of $10.745. The per share price was determined by an independent third party using the average of the high and low prices of the Company Common Stock as reported on the Nasdaq Stock Market on September 11, 2025, adjusted for an applicable block-trade discount. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph after the last paragraph thereof:
The transaction on September 11, 2025, as described in Item 3 of this Amendment No. 16, resulted in the decrease in the percentage of outstanding shares of Common Stock beneficially owned by the Moroun Grantor Trust and the increases in the percentages of outstanding shares of Common Stock beneficially owned by the 2020 Lindsay Moroun Trust and Frederick P. Calderone, respectively, since the filing of Amendment No. 15 to this Schedule 13D. The transaction on September 11, 2025, as described in Item 3, was effected for ownership succession purposes. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover page for each such Reporting Person. The percentage of shares of Common Stock beneficially owned by each Reporting Person is based on 20,926,020 shares of Common Stock outstanding as of July 22, 2025, as disclosed in the Issuer's most recent Quarterly Report on Form 10-Q filed on August 8, 2025. |
| (c) | Except for the transaction on September 11, 2025, as described in Item 3 of this Amendment No. 16, the Reporting Persons have not engaged in any transactions in the Common Stock during the past 60 days. |
| (d) | Matthew T. Moroun's son, Matthew J. Moroun, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, 4,558 shares held by him which are reported as beneficially owned by Matthew T. Moroun. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is the beneficial owner of such shares for purposes of Section 13(d) of the Act or for any other purpose. Shares beneficially owned by the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust and the 2020 AAM Trust are held for the benefit of members of the Moroun family. Frederick P. Calderone, in his capacity as special trustee of the 2020 Lindsay Moroun Trust and the 2020 AAM Trust, does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares held by the 2020 Lindsay Moroun Trust or the 2020 AAM Trust. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
Matthew T. Moroun is the father of Matthew J. Moroun. Voting and investment power over the Moroun Grantor Trust is exercised by Matthew T. Moroun, as trustee of the trust. Investment power over the 2020 Lindsay Moroun Trust and the 2020 AAM Trust is exercised by Matthew T. Moroun, as trustee of each trust, while voting power over each such trust is exercised by Frederick P. Calderone, in his capacity as special trustee of each trust. On September 11, 2025, Matthew T. Moroun, in his individual capacity and as trustee of the Moroun Grantor Trust, and Frederick P. Calderone, as special trustee of the 2020 Lindsay Moroun Trust, entered into a voting agreement, which replaces a similar voting agreement dated July 29, 2024, under which Matthew T. Moroun, individually and as trustee of the Moroun Grantor Trust, has agreed to vote the shares of Common Stock held by himself and the Moroun Grantor Trust at each annual or special meeting of the shareholders of the Issuer, or at any adjournment or postponement thereof, or in any other circumstance upon which a vote, consent or other approval of the Issuer's shareholders is sought, in accordance with and in the same manner as the special trustee votes the shares of Common Stock held by the 2020 Lindsay Moroun Trust that are eligible to vote on or consent to the matter or matters submitted to the Issuer's stockholders. Matthew T. Moroun is a beneficiary of the Moroun Grantor Trust and Matthew T. Moroun's descendants are beneficiaries of the 2020 AAM Trust and the 2020 Lindsay Moroun Trust.
Item 6 of the Schedule 13D is hereby further amended and supplemented by inserting the following after the last paragraph thereof:
In connection with Matthew T. Moroun's sale of 2,000,000 shares of Common Stock on September 11, 2025, the 2020 Lindsay Moroun Trust issued an interest-bearing promissory note to Matthew T. Moroun for $21,490,000.00, payable in monthly installments through September 10, 2034. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1. Purchase Agreement, dated September 11, 2025, by and between Matthew T. Moroun, individually, and the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020.
2. Promissory Note, dated September 11, 2025, by the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020 in favor of Matthew T. Moroun, individually.
3. Joint Filing Agreement, dated as of August 3, 2023, among Matthew T. Moroun, the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust, and Frederick P. Calderone (incorporated by reference to Exhibit 3 to the Schedule 13D/A Amendment No. 13, filed on August 3, 2023) (file number 005-39193).
4. Voting Agreement, dated as of September 11, 2025, between Matthew T. Moroun, Individually and as Trustee of the Moroun Grantor Trust, and Frederick P. Calderone, as Special Trustee of the 2020 Lindsay Moroun Trust. |
