Tax withholding trims Marten Transport (NASDAQ: MRTN) CFO stake

Rhea-AI Filing Summary

Marten Transport Ltd Executive VP and CFO James J. Hinnendael reported a tax-related share disposition. On this Form 4, 2,885 shares of common stock were withheld at $13.90 per share to cover employee taxes on 5,531 recently vested shares, rather than being sold on the open market. After this withholding transaction, he directly holds 154,798 shares, which include multiple performance award grants scheduled to vest between December 31, 2026 and December 31, 2029.

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

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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^*

Hinnendael James J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP and CFO

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		2,885(1)	D	$13.9	154,798(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 5,531 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) 5,446 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (ii) 3,078 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iii) 1,765 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (iv) 1,053 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.
* 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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FAQ

What insider transaction did Marten Transport (MRTN) report for James J. Hinnendael?

Marten Transport reported its Executive VP and CFO James J. Hinnendael had 2,885 common shares withheld to pay employee taxes. The shares relate to 5,531 shares that vested under prior awards and were not an open-market sale.

How many Marten Transport (MRTN) shares were withheld and at what price?

The Form 4 shows 2,885 Marten Transport common shares were withheld at a price of $13.90 per share. This withholding was used to cover the tax liability on recently vested equity awards, not a discretionary share sale.

Did Marten Transport (MRTN) CFO sell shares on the open market in this Form 4?

No, the filing describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy employee tax obligations on vested awards, consistent with transaction code F on the Form 4.

How many Marten Transport (MRTN) shares does the CFO hold after this transaction?

Following the tax-withholding transaction, James J. Hinnendael directly holds 154,798 Marten Transport common shares. This total includes time-based and performance award grants that are scheduled to vest over multiple future dates, extending through late 2029.

What equity awards are included in the Marten Transport (MRTN) CFO’s reported holdings?

His holdings include 5,446 shares under a performance award vesting from December 31, 2026 to December 31, 2029 and additional awards of 3,078, 1,765, and 1,053 shares vesting between December 31, 2026 and December 31, 2028 or on December 31, 2026.