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HEARTLAND EXPRESS INC

For the period ended Apr 2, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2026 · Filed Apr 2, 2026

Use the contents to explore the available documents and sections.

HTLD$10.09-0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant (X)

Filed by a party other than the Registrant ( )

Check the Appropriate Box:

( ) Preliminary Proxy Statement

( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

(X) Definitive Proxy Statement

( ) Definitive Additional Materials

( ) Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

(X)No fee required.
( )Fee paid previously with preliminary materials.
( )Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

901 Heartland Way

North Liberty, Iowa 52317

NOTICE AND PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 14, 2026

Dear Fellow Stockholders:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Heartland Express, Inc., a Nevada corporation ("Heartland Express," the "Company," "we," "us" or "our"), will be held at our headquarters, 901 Heartland Way, North Liberty, Iowa, 52317, at 8:00 a.m. Central Daylight Time, on Thursday, May 14, 2026, for the following purposes:

1.To consider and act upon a proposal to elect seven (7) directors of the Company.
2.Ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
3.To conduct an advisory, non-binding vote on the Company's executive compensation.
4.To consider and vote upon a proposal to amend the Heartland Express, Inc. 2021 Restricted Stock Award Plan.
5.To consider and act upon such other matters as may properly come before the Annual Meeting and any adjournment thereof.

The foregoing matters are more fully described in the accompanying Proxy Statement.

The Board of Directors has fixed the close of business on March 16, 2026, as the record date for the determination of stockholders entitled to receive notice of, to participate in, and to vote at the Annual Meeting or any adjournment thereof. Shares of common stock may be voted at the Annual Meeting only if the holder is present at the Annual Meeting or by valid proxy. YOUR VOTE IS IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. You may also vote on the Internet by completing the electronic voting instruction form found at www.proxyvote.com or by telephone using a touch-tone telephone and calling 1-800-690-6903. Returning your proxy now will not interfere with your right to participate in the Annual Meeting or to vote your shares at the Annual Meeting, if you wish to do so. The prompt return of your proxy may save the Company additional expenses of solicitation.

To obtain directions to the Annual Meeting, please call Mr. Joshua S. Helmich at (319) 645-7060.

By Order of the Board of Directors,

/s/ Michael J. Gerdin

Michael J. Gerdin

Chairman of the Board

North Liberty, Iowa 52317

April 2, 2026

PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION1
PROXY STATEMENT1
PROPOSALS FOR ANNUAL MEETING
PROPOSAL 14
ELECTION OF DIRECTORS4
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS6
Report of the Compensation Committee11
Executive Officers12
COMPENSATION DISCUSSION AND ANALYSIS13
PAY VERSUS PERFORMANCE18
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS22
DIRECTOR COMPENSATION24
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, MANAGEMENT AND OTHERS25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS27
PROPOSAL 227
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM27
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM28
Audit and Risk Committee Report29
PROPOSAL 330
NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS30
PROPOSAL 430
AMENDMENTS TO THE 2021 RESTRICTED STOCK AWARD PLAN30
PROPOSALS BY STOCKHOLDERS34
OTHER MATTERS AND SIGNATURE34
APPENDIX A: 2021 RESTRICTED STOCK AWARD PLAN35
ContentsView on SEC.gov

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