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): ~~July~~September 3110, 2025

PAMT CORP

(Exact name of registrant as specified in its charter)

Nevada		000-15057		71-0633135
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (479) 361-9111

	N/A
	(Former name or former address, if changed since last report)

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 13c-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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	PAMT	NASDAQ Global Market

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.

OnAmended ~~July~~and ~~31,~~Restated ~~2025,~~Employment ~~the~~Agreement ~~Board of Directors (the~~with ~~“Board”) of PAMT CORP (the “Company”) appointed the Company’s Chief Financial Officer,~~ Lance K. Stewart, to serve as President and Chief Executive Officer and a director of the Company, effective August 4, 2025. The Company’s Chairman, Matthew T. Moroun, who has been serving as interim Chief Executive Officer of the Company since June 27, 2025, will return to his role as Chairman of the Board. On July 31, 2025, the Board also appointed Daniel C. Kleine, Senior Vice President of Finance of P.A.M. Transport, to serve as Senior Vice President and Treasurer of the Company, effective August 4, 2025. Mr. Kleine will serve as the Company’s principal financial and accounting officer until a permanent Chief Financial Officer is named.

~~Mr.~~On ~~Stewart~~September 10, ~~age 56~~2025, ~~has~~PAMT ~~served~~CORP as(the ~~Vice President~~“Company”) ofentered ~~Finance,~~into ~~Chief~~an ~~Financial~~amended ~~Officer~~ and ~~Treasurer~~restated ofemployment agreement with the Company’s ~~since~~President ~~April~~and ~~2023. Mr. Stewart served as interim~~ Chief ~~Financial~~Executive Officer ~~and~~, ~~Treasurer~~Lance inK. ~~March~~Stewart (the ~~2023~~“Amended ~~and~~Stewart asEmployment ~~Vice~~Agreement”), ~~President~~which ofamends ~~Operations~~and ofrestates ~~the~~Mr. ~~Company~~Stewart’s ~~primary~~Employment ~~operating~~Agreement ~~subsidiary,~~dated ~~P.A.M. Transport,~~July ~~Inc.~~7, ~~from 2020 to April~~ 2023. HeUnder ~~served~~the asterms ~~Vice President~~ of ~~Accounting~~the ofAmended ~~P.A.M.~~Stewart ~~Transport~~Employment ~~from~~Agreement, ~~2016~~which ~~until~~is ~~2020.~~effective ~~Mr. Stewart previously served~~ as ~~Vice President~~ of ~~Finance~~August 4, ~~Chief Financial Officer~~2025, ~~Secretary~~Mr. ~~and~~Stewart ~~Treasurer~~will ofreceive an ~~the~~annual ~~Company~~base ~~from~~salary ~~2010~~of ~~until~~$505,440 ~~2013~~for ~~and~~his service as ~~Vice President~~Chief ofExecutive ~~Accounting and Controller of P~~Officer.~~A.M.~~ ~~Transport from 2002 until 2010~~Mr. HeStewart’s ~~began~~performance ~~his~~will ~~career~~be ~~with~~reviewed ~~P.A.M.~~annually for ~~Transport~~any inchanges ~~1989 and served~~ in ~~various~~base ~~capacities~~salary ~~before~~and ~~becoming~~eligibility ~~Vice~~for ~~President~~a ofperformance ~~Accounting in 2002~~bonus.

~~Effective~~Pursuant ~~August~~to 4,the ~~2025~~Amended Stewart Employment Agreement, the Company may terminate Mr. Stewart’s employment at any time with or without cause. If his employment is terminated by the Company ~~annual~~without ~~base~~“just ~~salary~~cause” (as defined in the Amended Stewart Employment Agreement), Mr. Stewart will ~~increase~~be entitled to ~~$505~~receive his base salary and COBRA for a period of six months following such termination,~~440~~ provided that Mr. InStewart ~~connection~~signs a separation agreement with the Company. The Amended Stewart Employment Agreement also provides Mr. Stewart the right to terminate his ~~promotion,~~employment onwith ~~August~~the 4,Company upon ~~2025~~six months’ prior written notice to the Company. However, the Company has the right to terminate Mr. Stewart’s ~~will~~employment immediately ~~receive~~upon anreceipt ~~award~~of such notice. In the event of ~~100~~ such termination,~~000~~ ~~restricted~~Mr. ~~stock~~Stewart ~~units~~is entitled to ~~vest~~receive inhis ~~equal~~base ~~installments~~salary ~~over~~only for the ~~next~~six-month ~~four~~period ~~years,~~following ~~beginning~~the ~~February~~Company’s 9,receipt ~~2026~~of his notice of termination. Mr. Stewart’s ~~will~~employment ~~remain~~with the Company ~~eligible~~will be terminated upon his death and may be terminated by the Company upon his disability. Upon termination due to ~~participate~~disability, inMr. ~~any~~Stewart will ~~annual~~continue ~~incentive~~to ~~compensation~~receive ~~plan~~his compensation for a period of three months after the ~~Company’s~~date ~~executive~~of ~~officers~~disability, along with any residual bonus earned but not yet paid.

~~Daniel~~Under C.the ~~Kleine,~~Amended ~~age~~Stewart 36Employment Agreement, Mr. ~~has~~Stewart ~~served~~is assubject ~~Senior Vice~~to ~~President~~a ofcovenant ~~Finance~~not ofto ~~P.A.M.~~compete ~~Transport~~with ~~since~~the ~~June~~Company ~~2025~~ and ~~served~~certain asaffiliated ~~Vice~~companies ~~President~~under ofcommon ~~Tax~~ownership ofwith ~~P.A.M.~~the Company ~~Transport~~for ~~from~~a ~~June~~period ~~2023~~of ~~to June~~one ~~2025.~~year ~~Prior~~following ~~to joining~~ the ~~Company,~~termination of Mr. ~~Kleine~~Stewart’s ~~served~~employment inwith ~~various~~the ~~roles~~Company. atIf ~~George’s, Inc~~Mr., aStewart ~~privately~~is ~~owned poultry producing~~terminated ~~company~~by ~~headquartered~~the inCompany ~~Northwest~~without ~~Arkansas~~just cause, ~~including~~the ~~Tax~~covenant ~~Director~~not ~~from September 2022~~ to ~~June~~compete ~~2023~~will ~~and~~be ~~Tax~~for ~~Accounting~~a ~~Manager~~period ~~from~~of ~~October 2020~~six tomonths ~~September~~following ~~2022.~~his Hetermination ~~served~~of asemployment but ~~Senior~~may ~~Tax~~be ~~Accountant~~extended atby ~~George’s~~the ~~from~~Company ~~June~~to ~~2017~~up to ~~October~~one ~~2020~~year. ~~Additionally,~~If ~~Mr.~~the ~~Kleine served~~Company asextends ~~Senior~~the ~~Tax~~covenant ~~Accountant~~not atto ~~Frost,~~compete ~~PLLC~~to inone ~~Little Rock~~year, ~~Arkansas~~the ~~from~~Company ~~August~~must extend ~~2013 to June 2017.~~ Mr. ~~Kleine~~Stewart’s isbase asalary ~~Certified~~payments ~~Public Accountant~~for ~~and~~the ~~earned~~same ~~bachelor’s~~one-year ~~degrees~~period. inMr. ~~accounting~~Stewart ~~and~~is ~~finance,~~also ~~with~~subject ato ~~minor~~covenants inwith ~~economics,~~respect ~~from~~ to the ~~University~~confidentiality of ~~Arkansas, Fayetteville,~~the ~~and a master~~Company’s ~~degree~~proprietary ininformation ~~accounting~~and ~~from~~non-solicitation ~~the University~~ of ~~Arkansas, Little Rock~~employees.

~~Mr.~~The ~~Kleine’s~~foregoing ~~annual~~description ~~base~~of ~~salary~~the ~~will~~terms beand conditions ~~$221,000,~~of ~~and~~the heAmended isStewart ~~eligible~~Employment Agreement does not purport to ~~participate~~be complete and is qualified in ~~any~~its ~~annual~~entirety ~~incentive~~by ~~compensation~~the ~~plan~~full ~~for~~text of the ~~Company’s~~Amended Stewart ~~executive~~Employment ~~officers~~Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

~~Item~~Employment ~~7.01.~~Agreement ~~Regulation~~with FDDaniel ~~Disclosure~~C. Kleine

On ~~August~~September 410, 2025, P.A.M. Transport, Inc. (“Transport”), the primary operating subsidiary of the Company, ~~issued~~entered into a ~~press release~~new ~~announcing~~employment ~~certain~~agreement ~~management~~(the ~~changes~~“Kleine Employment atAgreement”) with the Company’s Senior Vice President of Finance and Treasurer, Daniel C. AKleine. ~~copy~~Under the terms of the ~~press~~Kleine ~~release~~Employment Agreement, which is ~~attached~~effective as ~~Exhibit~~of 99August 11, 2025, Mr.1 toKleine ~~this~~will ~~Current~~receive an annual base salary of $240,240 ~~Report~~for his service as Senior Vice President of Finance and ~~incorporated~~Treasurer. ~~herein~~Mr. byKleine’s ~~reference~~performance will be reviewed annually for any changes in base salary and eligibility for a performance bonus.

~~As provided in General Instruction B.~~2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Pursuant to the Kleine Employment Agreement, Transport may terminate Mr. Kleine’s employment at any time with or without cause. If his employment is terminated by Transport without “just cause” (as defined in the Kleine Employment Agreement), Mr. Kleine will be entitled to receive his base salary for a period of four months following such termination, provided that Mr. Kleine signs a separation agreement with Transport. The Kleine Employment Agreement also provides Mr. Kleine the right to terminate his employment with Transport upon four months’ prior written notice to Transport. However, Transport has the right to terminate Mr. Kleine’s employment immediately upon receipt of such notice. In the event of such termination, Mr. Kleine is entitled to receive his base salary for the four-month period following Transport’s receipt of his notice of termination. Mr. Kleine’s employment with Transport will be terminated upon his death and may be terminated by Transport upon his disability. Upon termination due to disability, Mr. Kleine will continue to receive his compensation for a period of three months after the date of disability, along with any residual bonus earned but not yet paid.

Under the Kleine Employment Agreement, Mr. Kleine is subject to certain covenants with respect to non-solicitation of business that is competitive with Transport’s business or that of certain affiliated companies under common ownership with Transport and non-solicitation of employees of Transport and the specified affiliates for a period of 24 months following the termination of Mr. Kleine’s employment with Transport. If Mr. Kleine is terminated by Transport without just cause, the covenant not to compete will be for a period of four months following his termination of employment but may be extended by Transport to up to one year. If Transport extends the covenant not to compete to one year, Transport must extend Mr. Kleine’s base salary payments for the same one-year period. Mr. Kleine has also agreed to maintain the confidentiality of Transport’s proprietary information.

The foregoing description of the terms and conditions of the Kleine Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Kleine Employment Agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1	News release issued by the Registrant on August 4, 2025
10.1	Amended and Restated Employment Agreement, dated as of August 4, 2025, between PAMT CORP and Lance K. Stewart
10.2	Employment Agreement, dated as of August 11, 2025, between P.A.M. Transport, Inc. and Daniel Kleine
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		PAMT CORP
		(Registrant)
Date: August 4, 2025	By:	/s/ Lance K. Stewart
Date: September 10, 2025	By:	/s/ Daniel C. Kleine
		Lance K. Stewart President and Chief Executive Officer
		Daniel C. Kleine Senior Vice President of Finance and Treasurer

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