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Heartland Express (NASDAQ: HTLD) director Allen to leave board after 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Heartland Express, Inc. reported that long-time director Dr. Benjamin J. Allen has chosen not to stand for re-election at the Company’s 2026 Annual Meeting of Stockholders. He will continue serving on the Board, as Chairperson of the Compensation Committee and member of the Audit and Risk Committee until the Annual Meeting. The Company stated that Dr. Allen’s decision was not due to any disagreement with management, the Board, or the Company’s operations, policies, or practices. Heartland Express thanked Dr. Allen for his dedicated 31 years of service.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board service duration 31 years Dr. Benjamin J. Allen’s service with Heartland Express
Decision date March 25, 2026 Date Dr. Allen notified the Company of his decision
Report signature date March 31, 2026 Date the 8-K was signed by the Company’s CFO
Annual Meeting of Stockholders financial
"notified the Company of his decision not to stand for re-election at the Company's 2026 Annual Meeting of Stockholders"
Compensation Committee financial
"will continue to serve on the Board, as well as Chairperson of the Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Audit and Risk Committee financial
"and as a member of the Audit and Risk Committee, until the Annual Meeting"
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------


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):
March 25, 2026

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


Nevada000-1508793-0926999
(State of other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)


901 HEARTLAND WAY,NORTH LIBERTY,IA52317
(Address of Principal Executive Offices) (Zip Code)
(319) 626-3600
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueHTLDNASDAQ




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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 25, 2026, Dr. Benjamin J. Allen, a member of the Board of Directors (the “Board”) of Heartland Express, Inc. (the “Company”), notified the Company of his decision not to stand for re-election at the Company's 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Dr. Allen will continue to serve on the Board, as well as Chairperson of the Compensation Committee and as a member of the Audit and Risk Committee, until the Annual Meeting. Dr. Allen’s decision to not stand for re-election at the Annual Meeting was not the result of any disagreement with management or the Board or related to the Company's operations, policies, or practices. The Company thanks Dr. Allen for his dedicated service over the last 31 years.









SIGNATURE

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


  HEARTLAND EXPRESS, INC.
   
Date:March 31, 2026 By:/s/Christopher A. Strain
  Christopher A. Strain
  Vice President-Finance,
  Treasurer and Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What board change did Heartland Express (HTLD) disclose in this 8-K?

Heartland Express disclosed that director Dr. Benjamin J. Allen has decided not to stand for re-election at the Company’s 2026 Annual Meeting of Stockholders, ending his service on the Board after that meeting.

When will Dr. Benjamin J. Allen leave the Heartland Express (HTLD) board?

Dr. Benjamin J. Allen will continue to serve as a director until Heartland Express’s 2026 Annual Meeting of Stockholders, at which point his term will end because he has chosen not to stand for re-election.

Did Dr. Allen’s decision involve any disagreement with Heartland Express (HTLD)?

The Company stated that Dr. Allen’s decision not to stand for re-election was not the result of any disagreement with management, the Board, or the Company’s operations, policies, or practices, indicating a non-conflict departure.

What roles does Dr. Benjamin J. Allen hold at Heartland Express (HTLD) until the 2026 meeting?

Until the 2026 Annual Meeting, Dr. Benjamin J. Allen will remain on the Board, serve as Chairperson of the Compensation Committee, and continue as a member of the Audit and Risk Committee for Heartland Express.

How long has Dr. Benjamin J. Allen served Heartland Express (HTLD)?

Heartland Express noted that Dr. Benjamin J. Allen has provided dedicated service to the Company for 31 years, underscoring his long-standing role and contribution as a director over multiple decades.

Who signed the Heartland Express (HTLD) 8-K reporting Dr. Allen’s decision?

The report was signed on behalf of Heartland Express by Christopher A. Strain, who serves as Vice President-Finance, Treasurer, and Chief Financial Officer of the Company, acting as the duly authorized officer.

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