[SCHEDULE 13D/A] PAMT CORP SEC Filing

Rhea-AI Filing Summary

PAMT Corp Schedule 13D/A Amendment No.16 reports family transfers and a voting agreement affecting control of the issuer. On September 11, 2025, 2,000,000 shares were sold by Matthew T. Moroun to the 2020 Irrevocable Lindsay S. Moroun Trust for $21,490,000 (per-share price $10.745), funded by an interest-bearing promissory note payable monthly through September 10, 2034. The filing shows aggregate beneficial ownership by related parties of 16,006,454 shares, representing 76.5% of the 20,926,020 shares outstanding. A new voting agreement aligns votes between Mr. Moroun and the special trustee, and the changes are described as ownership succession measures.

Positive

• Clear succession planning through intra-family transfer and a formal voting agreement to align votes among trusts
• Transaction documentation includes a purchase agreement and promissory note with defined repayment terms through 2034
• Price determination was set by an independent third party using Nasdaq high/low average with an adjustment for block-trade discount

Negative

• High ownership concentration: related parties beneficially own 16,006,454 shares, representing 76.5% of outstanding stock
• Voting alignment via the new agreement centralizes shareholder voting among the family and special trustee, reducing independent shareholder influence

Insights

Financial Analyst

TL;DR: Family reallocation shifts ownership but retains multi-party control of 76.5% of PAMT shares.

The filing documents an intra-family transfer of 2,000,000 shares and a $21.49 million promissory note. The related parties together hold 16,006,454 shares or 76.5% of outstanding stock, indicating continued concentrated ownership. The transaction was executed at a per-share price tied to Nasdaq mid-price with a block-trade discount; funding via a note preserves liquidity for the buyer trust while keeping economic exposure within the family structure. For analysts, the key metric is the high ownership concentration and the updated voting agreement which may reduce voting uncertainty among these related holders.

Corporate Governance Expert

TL;DR: A new voting agreement and trustee arrangements formalize succession and centralize voting alignment.

The amendment replaces a prior voting agreement and documents that voting power over the 2020 Lindsay and AAM trusts is vested in special trustee Frederick P. Calderone while investment power remains with Matthew T. Moroun. The September 11, 2025 voting agreement requires Mr. Moroun to vote his and grantor-trust shares in the same manner as the special trustee votes the Lindsay trust's eligible shares, which aligns shareholder voting among the principal family-controlled vehicles. This is a deliberate governance step to coordinate control but does not disclose changes to board composition or operational control beyond voting alignment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

PAMT CORP

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

693149106

(CUSIP Number)

Matthew T. Moroun
12225 STEPHENS ROAD,
WARREN, MI, 48089
(586) 939-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 693149106

1

Name of reporting person

Matthew T. Moroun

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,268,000.00
8	Shared Voting Power 4,558.00
9	Sole Dispositive Power 16,001,896.00
10	Shared Dispositive Power 4,558.00

11

Aggregate amount beneficially owned by each reporting person

16,006,454.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* Row 7 consists of 3,268,000 shares of the Issuer's Common Stock beneficially owned by the Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd. ("Moroun Grantor Trust"). ** Rows 8 and 10 consist of 4,558 shares of the Issuer's Common Stock owned by Matthew T. Moroun's son, Matthew J. 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. *** Row 9 consists of 3,268,000 shares of the Issuer's Common Stock beneficially owned by the Moroun Grantor Trust, 12,427,848 shares beneficially owned by the 2020 Irrevocable Lindsay S. Moroun Trust dated November 24, 2020 ("2020 Lindsay Moroun Trust"), and 306,048 shares beneficially owned by the 2020 Irrevocable Agnes Anne Moroun Trust ("2020 AAM Trust"). Matthew T. Moroun serves as trustee of each of these three trusts and is a beneficiary of the Moroun Grantor Trust. Sole voting power over the shares held by the 2020 Lindsay Moroun Trust and the 2020 AAM Trust is held by a special trustee, Frederick P. Calderone, while Matthew T. Moroun retains sole voting power over the shares held by the Moroun Grantor Trust. **** Row 11 consists of 3,268,000 shares of the Issuer's Common Stock beneficially owned by the Moroun Grantor Trust, 12,427,848 shares beneficially owned by the 2020 Lindsay Moroun Trust, 306,048 shares beneficially owned by the 2020 AAM Trust, and 4,558 shares owned by Matthew T. Moroun's son, Matthew J. 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 the shares owned by Matthew J. Moroun for purposes of Section 13(d) of the Act or for any other purpose.

SCHEDULE 13D

CUSIP No. 693149106

1

Name of reporting person

Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,268,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,268,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,268,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 693149106

1

Name of reporting person

2020 Irrevocable Lindsay S. Moroun Trust, dated November 24, 2020

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,427,848.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,427,848.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,427,848.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

59.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 693149106

1

Name of reporting person

Frederick P. Calderone

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,744,532.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,636.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,744,532.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

60.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* Rows 7 and 11 consist of 10,636 shares of the Issuer's Common Stock owned directly by Frederick P. Calderone, individually, 12,427,848 shares beneficially owned by the 2020 Lindsay Moroun Trust, and 306,048 shares beneficially owned by the 2020 AAM Trust. Frederick P. Calderone serves as special trustee of each of these trusts with sole voting power over the shares held by each trust. Matthew T. Moroun serves as trustee of these trusts with sole investment power over the shares held by each trust.

SCHEDULE 13D

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Matthew T. Moroun

Signature:	/s/ Matthew T. Moroun
Name/Title:	Matthew T. Moroun
Date:	09/15/2025

Grantor Trust for Matthew T. Moroun and DuraRock Underwriters, Ltd.

Signature:	/s/ Matthew T. Moroun
Name/Title:	Matthew T. Moroun, Trustee
Date:	09/15/2025

2020 Irrevocable Lindsay S. Moroun Trust, dated November 24, 2020

Signature:	/s/ Matthew T. Moroun
Name/Title:	Matthew T. Moroun, Trustee
Date:	09/15/2025

Signature:	/s/ Frederick P. Calderone
Name/Title:	Frederick P. Calderone, Special Trustee
Date:	09/15/2025

Frederick P. Calderone

Signature:	/s/ Frederick P. Calderone
Name/Title:	Frederick P. Calderone
Date:	09/15/2025

FAQ

What shares were transferred in the PAMT Schedule 13D/A filed on 09/15/2025?

2,000,000 shares were sold by Matthew T. Moroun to the 2020 Lindsay Moroun Trust on September 11, 2025.

What was the purchase price and payment terms for the 2,000,000 PAMT shares?

The purchase price was $21,490,000 (per share $10.745) and was funded by an interest-bearing promissory note payable monthly through September 10, 2034.

How much of PAMT does the Moroun family and related trusts own after this amendment?

Related reporting persons beneficially own 16,006,454 shares, equal to 76.5% of the 20,926,020 shares outstanding used in this filing.

What change to voting arrangements was disclosed in the filing?

A voting agreement dated September 11, 2025 requires Matthew T. Moroun to vote his and the Moroun Grantor Trust's shares in the same manner as the special trustee votes the 2020 Lindsay Trust's eligible shares.

Did the filing disclose any transactions in the past 60 days aside from September 11, 2025?

No. Except for the September 11, 2025 transaction, the reporting persons did not engage in any transactions in the Common Stock during the past 60 days.