UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 9, 2025

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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)


Nevada
000-15087
93-0926999
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


 
901 HEARTLAND WAY, NORTH LIBERTY, IA
52317
  
 
(Address of Principal Executive Offices)
 (Zip Code)
  
(319) 645-7060
Registrant's Telephone Number (including area code):


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
HTLD
NASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events

On December 9, 2025, Heartland Express, Inc. (the “Company”) announced the integration of the U.S. operations of Contract Freighters, Inc. (“CFI”) into Heartland Express. A copy of the press release issued by the Company is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 EXHIBIT
 
NUMBER
EXHIBIT DESCRIPTION
 
 
Press release issued by the Company on December 9, 2025, announcing the integration of CFI's U.S. operations into Heartland Express.
   
104
Cover Page Interactive Data File

The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
HEARTLAND EXPRESS, INC.
  
 
 
 
 
  
Date:
December 9, 2025
 
By: /s/ Christopher A. Strain
  
 
 
 
Christopher A. Strain
  
 
 
 
Vice President-Finance, Treasurer and Chief Financial Officer
  


Exhibit 99.1
December 9, 2025 For Immediate Release

Press Release

Heartland Express, Inc. Announces Integration of CFI’s U.S. Operations into Heartland Express

NORTH LIBERTY, IOWA – December 9, 2025 - Heartland Express, Inc. (Nasdaq: HTLD) (the “Company”) announced today that the Company plans to integrate the U.S. operations of Contract Freighters, Inc. (“CFI”) into Heartland Express, effective December 31, 2025.

The Company’s Chief Executive Officer, Mike Gerdin, commented “We are excited to announce the integration and rebranding of the U.S. operations of CFI into Heartland Express, similar to several of our prior acquisitions.  CFI Logistica, S.A, de C.V., the Company’s Mexican operations subsidiary will not be impacted.  CFI’s sequential operating performance has improved during 2025, supported by the completion of our transportation management system conversion during the first quarter of 2025 and our transition to a unified driver electronic logging device and communication system with Heartland Express in the second quarter of 2025.  Given this progress and the current status of our industry, we believe that integrating and rebranding CFI into Heartland Express is the next logical step in enhancing our consolidated operating and financial performance.  Further, this decision was driven by a desire to align our CFI drivers’ pay package with our legacy Heartland Express pay package, providing them with an increased driver compensation and benefits package that we believe is among the best in the industry.  Drivers will remain in their current trucks and have the option to choose any of the pay packages in the legacy Heartland Fleet.  Drivers will also have the option to run in the other subsidiaries, Millis Transfer, LLC (Millis) or Smith Transport, LLC (Smith) fleets, within our family of brands.  Customers will benefit from increased capacity within the integrated fleets, allowing us to continue to provide the committed, on-time service our customers have come to expect.”

We expect to continue to maintain current CFI offices in Joplin, Missouri (the current headquarters of CFI), as well as West Memphis, Arkansas, and Laredo, Texas.  Additionally, we plan to offer all current CFI employees the opportunity to continue their employment with Heartland Express.  Millis and Smith will remain in their current status.

We are currently assessing whether the integration and rebranding of CFI will have any impact on the value of the goodwill and other intangible assets associated with CFI.

This press release may contain statements that might be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “seek,” “expects,” “estimates,” “anticipates,” “projects,” “believes,” “hopes,” “plans,” “goals,” “intends,” “may,” “might,” “likely,” “will,” “should,” “would,” “could,” “potential,” “predict,” “continue,” “strategy,” “future,” “ensure,” “outlook,” and similar terms and phrases. In this press release, the statements relating to the expected impact of our integration and rebranding of CFI are forward-looking statements. Such statements are based on management's belief or interpretation of information currently available. These statements and assumptions involve certain risks and uncertainties, and undue reliance should not be placed on such statements. Actual events may differ materially from those set forth in, contemplated by, or underlying such statements as a result of numerous factors, including, without limitation, those specified in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. The Company assumes no obligation to update any forward-looking statements, which speak as of their respective dates.

Contact: Heartland Express, Inc. (319-645-7060)

Mike Gerdin, Chief Executive Officer
Chris Strain, Chief Financial Officer


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