哈特兰快递 2025年度报告

(Mark One)[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December31, 2025[]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number 0-15087HEARTLAND EXPRESS, INC.(Exact Name of Registrant as Specified in Its Charter)Nevada93-0926999(State or Other Jurisdiction(I.R.S. Employerof Incorporation or organization)Identification No.)901 HEARTLAND WAY,NORTH LIBERTY,IA52317(Address of Principal Executive Offices)(Zip Code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.Yes [ ]No[X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and(2)hasbeensubjecttosuchfilingrequirementsforthepast90days. Yes[X]No [ ] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrantwasrequiredtosubmitsuchfiles). Yes[X]No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ]Accelerated filer[X]Non-accelerated filer [ ]Smaller reporting company[ ]Emerging growth company[ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. [X] If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. [ ] Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). The aggregate market value of voting common stock held by non-affiliates of the registrant as of June30, 2025 was $366.4 million.Inmaking this calculation the registrant has assumed, without admitting for any purpose, that the Gerdin family, our directors, and ourexecutive officers, as a group, and no other persons, are affiliates. As of February18, 2026 there were 77,454,920 shares of theCompany’s common stock ($0.01 par value) outstanding, excluding 32,750 shares of unvested restricted stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement relating to its 2026 Annual Meeting of Stockholders are incorporated byreference into Part III of this Annual Report on Form 10-K, where indicated. The registrant's definitive proxy statement will be filedwith the U.S. Securities and Exchange Commission within 120 days after December31, 2025. HEARTLAND EXPRESS, INC.AND SUBSIDIARIES TABLE OF CONTENTS PART IPageItem 1.Business1Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30PART IIItem 5.Market for the Registrant's Common Equity, Related Stockholder Matters, and IssuerPurchases of Equity Securities31Item 6.[Reserved]31Item 7.Management's Discussion and Analysis of Financial Condition and Results ofOperations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk42Item 8.Financial Statements and Supplementary Data43Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure43Item 9A.Controls and Procedures44Item 9B.Other Information44Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections44PART IIIItem 10.Directors, Executive Officers, and Corporate Governance45Item 11.Executive Comp