Sec Form 4 Filing - GERDIN MICHAEL J @ HEARTLAND EXPRESS INC - 2025-05-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GERDIN MICHAEL J
2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Chief Executive Officer/Co-Trustee of 10% Owner
(Last) (First) (Middle)
901 HEARTLAND WAY
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2025
(Street)
NORTH LIBERTY, IA52317
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/09/2025 P 148,272 A $ 8.5024 ( 1 ) 438,282 I Spouse is Trustee of Shares Held by Trust ( 2 )
Common Stock 1,461,868 I Trustee of Trust ( 3 )
Common Stock 10,000,000 I Trustee of GRATs ( 4 )
Common Stock 8,939,532 I Co-Trustee of Trust ( 5 )
Common Stock 4,283,975 I Co-Trustee of Trust ( 6 )
Common Stock 38,424 I Trustee of Trusts ( 7 )
Common Stock 5,003,805 < /span> I Co-Trustee of Trust ( 8 )
Common Stock 1,936,276 I Co-General Partner of Partnership ( 9 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GERDIN MICHAEL J
901 HEARTLAND WAY
NORTH LIBERTY, IA52317
X X Chief Executive Officer Co-Trustee of 10% Owner
Signatures
/S/Michael J. Gerdin 05/13/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reflects a weighted average purchase price for multiple transactions ranging from 8.4000 to 8.5800 per share, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.
( 2 )Mr. Gerdin's spouse is the trustee of the Michael J. Gerdin Family Trust.
( 3 )Mr. Gerdin is the trustee of the Michael J. Gerdin Revocable Trust.
( 4 )Mr. Gerdin is the trustee of GRATs established by Ann S. Gerdin for her benefit.
( 5 )Mr. Gerdin is a co-trustee of the Ann S. Gerdin Revocable Trust.
( 6 )Mr. Gerdin is a co-trustee of the 2009 Gerdin Heartland Trust. As a co-trustee, Mr. Gerdin disclaims beneficial ownership with respect to this trust.
( 7 )Mr. Gerdin is the trustee of trusts created for the benefit of his children.
( 8 )Mr. Gerdin is a co-trustee of the 2007 Gerdin Heartland Trust. As a co-trustee, Mr. Gerdin disclaims beneficial ownership with respect to this trust.
( 9 )Mr. Gerdin is a co-general partner of Gerdin Family Investments LP. Beneficial ownership is disclaimed except to the extent of Mr. Gerdin's percentage ownership of general and limited partner shares in the partnership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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