Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 20)*
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HEARTLAND EXPRESS, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
422347104 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 422347104 |
| 1 | Names of Reporting Persons
Gerdin Ann S | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,401,352.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage indicated in Row (11) is based on 77,408,229 shares of Common Stock outstanding as of August 6, 2025, as reported in the Issuer's Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 8, 2025.
SCHEDULE 13G
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| CUSIP No. | 422347104 |
| 1 | Names of Reporting Persons
Ann S. Gerdin Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IOWA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,401,352.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage indicated in Row (11) is based on 77,408,229 shares of Common Stock outstanding as of August 6, 2025, as reported in the Issuer's Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 8, 2025.
SCHEDULE 13G
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| CUSIP No. | 422347104 |
| 1 | Names of Reporting Persons
Durr Julie J | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,942,056.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
34.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage indicated in Row (11) is based on 77,408,229 shares of Common Stock outstanding as of August 6, 2025, as reported in the Issuer's Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 8, 2025.
SCHEDULE 13G
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| CUSIP No. | 422347104 |
| 1 | Names of Reporting Persons
Janssen Angela K | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,436,618.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
35.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage indicated in Row (11) is based on 77,408,229 shares of Common Stock outstanding as of August 6, 2025, as reported in the Issuer's Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 8, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
HEARTLAND EXPRESS, INC. | |
| (b) | Address of issuer's principal executive offices:
901 Heartland Way, North Liberty, Iowa, 52317 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G/A is being filed on behalf of (i) Ann S. Gerdin, (ii) the Ann S. Gerdin Revocable Trust, (iii) Julie J. Durr, and (iv) Angela K. Janssen (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is 901 Heartland Way, North Liberty, IA 52317. | |
| (c) | Citizenship:
Ann S. Gerdin, Julie J. Durr, and Angela K. Janssen: United States of America. The Ann S. Gerdin Revocable Trust: Iowa. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
422347104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Ann S. Gerdin may be deemed to be the beneficial owner of 14,465,076 shares of Common Stock owned by the Ann S. Gerdin Revocable Trust and 1,936,276 shares of Common Stock owned by Gerdin Family Investments, LP ("GFI"). Ann S. Gerdin, Michael J. Gerdin, Julie J. Durr, and Angela K. Janssen serve as co-trustees of the Ann S. Gerdin Revocable Trust and have shared voting and dispositive power over shares held by such trust. As co-general partner of GFI, the Ann S. Gerdin Revocable Trust has shared voting and dispositive power over the shares owned by GFI. Beneficial ownership is disclaimed, because as one of the co-general partners, the Ann S. Gerdin Revocable Trust does not have the power to vote or dispose of those shares without the consent of at least one other co-general partner. The Ann S. Gerdin Revocable Trust may be deemed to be the beneficial owner of 14,465,076 shares of Common Stock and 1,936,276 shares of Common Stock owned by GFI. Ann S. Gerdin, Michael J. Gerdin, Julie J. Durr, and Angela K. Janssen serve as co-trustees of the Ann S. Gerdin Revocable Trust and have shared voting and dispositive power over shares held by such trust. As co-general partner of GFI, the Ann S. Gerd
in Revocable Trust has shared voting and dispositive power over the shares owned by GFI. Beneficial ownership is disclaimed, because as one of the co-general partners, the Ann S. Gerdin Revocable Trust does not have the power to vote or dispose of those shares without the consent of at least one other co-general partner. Julie J. Durr may be deemed to be the beneficial owner of 26,942,056 shares of Common Stock, comprised of (i) 1,214,500 shares of Common Stock owned by the Julie J. Durr Revocable Trust, over which Mrs. Durr serves as trustee, (ii) 38,424 shares of Common Stock owned by trusts established for the benefit of Mrs. Durr's children, over which Mrs. Durr serves as trustee, (iii) 14,465,076 shares of Common Stock owned by the Ann S. Gerdin Revocable Trust, (iv) 5,003,805 shares of Common Stock owned by the 2007 Gerdin Heartland Trust, (v) 4,283,975 shares of Common Stock owned by the 2009 Gerdin Heartland Trust, and (vi) 1,936,276 shares owned by GFI. Mrs. Durr is one of the co-trustees of the Ann S. Gerdin Revocable Trust. Mrs. Durr is one of the co-trustees of the 2007 Gerdin Heartland Trust and the 2009 Gerdin Heartland Trust (collectively, the "Heartland Trusts"). Mrs. Durr disclaims beneficial ownership of the shares owned by the Heartland Trusts, because as one of the co-trustees, she does not have the power to vote or dispose of those shares without the consent of the other co-trustees. Mrs. Durr is a co-general partner of GFI and has shared voting and dispositive power over the shares owned by GFI. Mrs. Durr disclaims beneficial ownership of the shares owned by GFI, because as one of the co-general partners, she does not have the power to vote or dispose of those shares without the consent of at least one other co-general partner. Angela K. Janssen may be deemed to be the beneficial owner of 27,436,618 shares of Common Stock, comprised of (i) 1,700,249 shares of Common Stock owned by the Angela K. Janssen Revocable Trust, over which Mrs. Janssen serves as trustee, (ii) 38,424 shares of Common Stock owned by trusts established for the benefit of Mrs. Janssen's children, over which Mrs. Janssen serves as trustee, (iii) 14,465,076 shares of Common Stock owned by the Ann S. Gerdin Revocable Trust, (iv) 5,003,805 shares of Common Stock owned by the 2007 Gerdin Heartland Trust, (v) 4,283,975 shares of Common Stock owned by the 2009 Gerdin Heartland Trust, (vi) 1,936,276 shares owned by GFI, and (vii) 8,813 shares of Common Stock owned by Mrs. Janssen's husband. Mrs. Janssen is one of the co-trustees of the Ann S. Gerdin Revocable Trust. Mrs. Janssen is one of the co-trustees of the Heartland Trusts. Mrs. Janssen disclaims beneficial ownership of the shares owned by the Heartland Trusts, because as one of the co-trustees, she does not have the power to vote or dispose of those shares without the consent of the other co-trustees. Mrs. Janssen is a co-general partner of GFI and has shared voting and dispositive power over the shares owned by GFI. Mrs. Janssen disclaims beneficial ownership of the shares owned by GFI, because as one of the co-general partners, she does not have the power to vote or dispose of those shares without the consent of at least one other co-general partner. Beneficial ownership in the foregoing shares is disclaimed except to the extent of each such Reporting Person's pecuniary interest. | |
| (b) | Percent of class:
See Row (11) of each Reporting Person's cover page. The percentage indicated in Row (11) of each Reporting Person's cover page is based on 77,408,229 shares of Common Stock outstanding as of August 6, 2025, as reported in the Issuer's Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 8, 2025. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row (5) of each Reporting Person's cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Row (6) of each Reporting Person's cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each Reporting Person's cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each Reporting Person's cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Power of Attorney- Ann S. Gerdin Exhibit 99.3 Power of Attorney- Ann S. Gerdin Revocable Trust Exhibit 99.4 Power of Attorney- Julie J. Durr Exhibit 99.5 Power of Attorney- Angela K. Janssen |