What Heartland Express, Inc. told the SEC could break it.

Heartland is exposed to commodity-price risk primarily on diesel fuel and rubber/tires: a $1.00-per-gallon year-over-year increase in average fuel price would reduce income before taxes by approximately $12.6 million (fuel was 15.7% of operating expenses), and although fuel-surcharge agreements with most customers pass through most long-term fuel increases, fuel used in empty/out-of-route miles and idling is unrecoverable; a 10% rise in tire prices would add ~$2.2 million of expense and it cannot pass through 100% of tire-supplier increases.

“a $1.00 increase in the average price of fuel per gallon, year over year, would decrease our income before income taxes by approximately $12.6 million.”

Heartland Express has meaningful customer concentration among retailers, manufacturers and parcel carriers: its five largest customers were ~32% of operating revenue in 2025 (and ~29% of gross accounts receivable), its top 25 customers ~63%, and one customer exceeded 10% of operating revenue in 2025 (with $8.9M of receivables); credit is granted unsecured, so loss of, or a payment default by, a major customer would materially reduce revenue and raise credit risk.

“Our five largest customers accounted for approximately 32 %, 26 %, and 22 % of operating revenues for the years ended December 31, 2025, 2024, and 2023, respectively.”

Heartland operates in a highly regulated industry (DOT, EPA, DHS and Mexican agencies): EPA's 2022 heavy-duty NOx Rule (effective model year 2027, >80% stronger) and the broader Clean Trucks Plan, plus California emissions standards, will require costly fleet compliance, and changes to or violations of these rules could materially affect operations; its CFI Mexico operations also expose it to the U.S. Foreign Corrupt Practices Act and to changes in U.S.-Mexico trade relations, including possible tariffs on imports from Mexico and retaliatory Mexican tariffs.

“In 2022, the EPA adopted a final rule regarding emissions standards of nitrogen oxides for heavy-duty motor vehicles beginning with model year 2027 being more than 80% stronger than current emission standards, with the intent to reduce heavy duty emissions by almost 50% from 2022 levels by 2045 (the “2022 NOx Rule”).”

Heartland has concentrated ownership: the Gerdin family together with the company's directors and executive officers own or control approximately 45% of the common stock, giving them significant influence over stockholder decisions and the ability to discourage or block a change of control; their interests may conflict with those of other stockholders and the concentration can adversely affect the share price and limit shareholders' ability to realize a control premium.

“The Gerdin family, our directors, and our executive officers, as a group, own or control approximately 45% of our common stock, and their interests may c”