SCHEDULE 13D/A: Moroun Family's Stake in PAMT CORP Rises to 76.5% Following Company Share Buyback
Beneficial Ownership Update
Matthew T. Moroun and affiliated trusts have increased their beneficial ownership in PAMT CORP to 76.5% of outstanding common stock, primarily due to the Issuer's recent share repurchase program.
Summary
- This filing, Amendment No. 15 to Schedule 13D, updates the beneficial ownership of Matthew T. Moroun and related entities in PAMT CORP.
- The aggregate number of PAMT CORP's Common Stock outstanding decreased from 21,790,658 shares as of April 9, 2025, to 20,920,658 shares as of May 6, 2025.
- This decrease was primarily a result of PAMT CORP's purchase of 870,000 shares of its Common Stock on May 6, 2025, through a modified 'Dutch Auction' tender offer, and additional purchases under existing stock award agreements.
- The Reporting Persons (Matthew T. Moroun, Moroun Grantor Trust, 2020 Irrevocable Lindsay S. Moroun Trust, and Frederick P. Calderone) did not tender any shares in the tender offer.
- The reduction in outstanding shares led to an increase in the percentage of outstanding shares beneficially owned by the Reporting Persons.
- Matthew T. Moroun's beneficial ownership increased to 16,005,500 shares, representing 76.5% of the class.
- The Moroun Grantor Trust beneficially owns 5,268,000 shares, representing 25.2% of the class.
- The 2020 Irrevocable Lindsay S. Moroun Trust beneficially owns 10,427,848 shares, representing 49.8% of the class.
- Frederick P. Calderone, as special trustee for certain trusts, beneficially owns 10,744,532 shares, representing 51.5% of the class.
- Matthew T. Moroun disclaims beneficial ownership of 3,604 shares owned by his son, Matthew J. Moroun, for Section 13(d) purposes.
Sentiment
Score: 6
Explanation: The document is primarily a factual update on beneficial ownership. The underlying corporate action (share buyback) is generally viewed as a positive for shareholders, as it reduces share count and can boost EPS, leading to a slightly positive sentiment.
Positives
- The Issuer's share buyback program, which reduced the total outstanding shares by 870,000, can be viewed positively as it often indicates management's confidence in the company's valuation and can lead to increased earnings per share for remaining shareholders.
- The increased percentage of beneficial ownership by Matthew T. Moroun and affiliated trusts (now 76.5%) indicates a strong, concentrated ownership stake, which may suggest long-term commitment to the company's performance.
Risks
- The highly concentrated ownership by the Moroun family and related trusts (76.5%) could limit the liquidity of the stock and potentially reduce the influence of minority shareholders in corporate decisions.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding the company's future operations or financial performance. It solely focuses on the updated beneficial ownership percentages.
Industry Context
This filing is a routine ownership disclosure (Schedule 13D/A) and does not provide sufficient information to analyze broader industry trends or competitive positioning. It reflects a specific corporate action (share buyback) and its impact on major shareholder percentages.
Related Party Transactions
- Matthew T. Moroun's son, Matthew J. Moroun, owns 3,604 shares, which are reported as beneficially owned by Matthew T. Moroun, although Matthew T. Moroun disclaims beneficial ownership for Section 13(d) purposes.
- Shares beneficially owned by the Moroun Grantor Trust, the 2020 Lindsay Moroun Trust, and the 2020 AAM Trust are held for the benefit of members of the Moroun family.
Stakeholder Impact
- Shareholders: The reduction in outstanding shares due to the buyback could potentially increase earnings per share and shareholder value. The increased concentration of ownership by the Moroun family may also influence future corporate decisions and potentially reduce liquidity for minority shareholders.
Key Dates
| Date | Description |
|---|---|
| 1997-01-15 | Original Schedule 13D filing date |
| 2023-08-03 | Filing date of Schedule 13D/A Amendment No. 13, which included the Joint Filing Agreement |
| 2024-07-29 | Date of the Voting Agreement between Matthew T. Moroun and Frederick P. Calderone |
| 2024-07-31 | Filing date of Schedule 13D/A Amendment No. 14 |
| 2025-04-09 | Date as of which 21,790,658 shares of Common Stock were outstanding |
| 2025-05-06 | Date of event requiring this filing; Issuer's purchase of 870,000 shares via modified 'Dutch Auction' tender offer, resulting in 20,920,658 shares outstanding |
| 2025-05-08 | Signature date of this Amendment No. 15 filing |
Keywords
PAMT CORP, Schedule 13D, beneficial ownership, share buyback, tender offer, Matthew T. Moroun, common stock, corporate governance, shareholder stake
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.