Marten Transport (MRTN) CEO logs tax-withholding share disposition on vested awards

Rhea-AI Filing Summary

Marten Transport Ltd Chairman and CEO Randolph L. Marten reported a Form 4 transaction involving company common stock tied to equity award vesting. On this date, 4,657 shares were disposed of at $13.90 per share to cover employee tax obligations on 10,983 vested shares, as noted in the footnotes. Following this tax-withholding disposition, he directly owned 17,731,800 common shares, and the footnotes indicate additional unvested performance-based awards scheduled to vest between December 31, 2026 and December 31, 2029.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MARTEN RANDOLPH L

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,657	$13.90	$65K

Holdings After Transaction: Common Stock — 17,731,800 shares (Direct)

Footnotes (1)

1. Of the 10,983 shares that vested, this number of shares were withheld in exchange for payment of employee taxes. All vested shares were previously reported as they vested based on service. Includes: (i) 10,812 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (ii) 6,108 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iii) 3,506 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (iv) 2,091 shares granted under a Performance Award Agreement that vest on 12/31/2026.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MARTEN RANDOLPH L

(Last) (First) (Middle)

C/O MARTEN TRANSPORT, LTD.

129 MARTEN STREET

(Street)

MONDOVI WI 54755

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARTEN TRANSPORT LTD [ MRTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/20/2026		F		4,657(1)	D	$13.9	17,731,800(2)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Of the 10,983 shares that vested, this number of shares were withheld in exchange for payment of employee taxes. All vested shares were previously reported as they vested based on service.

2. Includes: (i) 10,812 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (ii) 6,108 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iii) 3,506 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (iv) 2,091 shares granted under a Performance Award Agreement that vest on 12/31/2026.

	/s/ James J. Hinnendael, attorney-in-fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did MARTN CEO Randolph L. Marten report in this Form 4 for MRTN?

Randolph L. Marten reported a tax-related share disposition. 4,657 common shares were withheld at $13.90 per share to cover employee taxes on vesting equity awards, rather than being sold in an open-market transaction.

How many MARTEN TRANSPORT (MRTN) shares were withheld for taxes in this filing?

The filing shows 4,657 common shares were disposed of for tax withholding. These shares came from 10,983 shares that vested, with the withheld portion used specifically to satisfy the employee’s tax obligations on that vesting.

Is the Form 4 transaction for MRTN an open-market sale by the CEO?

No, the Form 4 indicates a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to pay employee taxes on vested awards, consistent with transaction code F and the accompanying footnote description.

How many MARTEN TRANSPORT (MRTN) shares does the CEO own after this transaction?

After the tax-withholding disposition, Randolph L. Marten directly owned 17,731,800 common shares. This figure reflects his direct holdings immediately following the withholding of 4,657 shares for employee tax payments on vested equity.

What vesting activity triggered the tax withholding in the MRTN Form 4?

The withholding was triggered when 10,983 shares vested. According to the footnote, 4,657 of those vested shares were withheld in exchange for payment of employee taxes, while the vested shares themselves had been previously reported as they vested based on service.

Does the MRTN Form 4 disclose additional unvested performance awards for the CEO?

Yes, the footnotes list several unvested performance award grants. These include tranches of 10,812, 6,108, 3,506, and 2,091 shares, scheduled to vest from December 31, 2026 through December 31, 2029, subject to the stated performance terms.