Marten Transport (NASDAQ: MRTN) CEO receives 12,300-share performance stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MARTEN RANDOLPH L reported acquisition or exercise transactions in this Form 4 filing.

Marten Transport Ltd Chairman and CEO Randolph L. Marten received a grant of 12,300 shares of Common Stock as a performance-based award. The shares were granted at no cash cost per share and will vest in equal increments over five years beginning on December 31, 2026. Following this award, he directly holds 17,744,100 shares of the company’s common stock, including multiple prior performance award grants that vest between December 31, 2026 and December 31, 2030.

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
Grant/Award	Common Stock	12,300	$0.00	--

Holdings After Transaction: Common Stock — 17,744,100 shares (Direct, null)

Footnotes (1)

These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2026. Includes: (i) 12,300 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 10,812 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 6,108 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 3,506 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (v) 2,091 shares granted under a Performance Award Agreement that vest on 12/31/2026.

Key Figures

New shares granted: 12,300 shares Grant price per share: $0.0000 per share Shares after transaction: 17,744,100 shares +5 more

8 metrics

New shares granted 12,300 shares Performance unit award on May 5, 2026

Grant price per share $0.0000 per share Compensation grant, not open-market purchase

Shares after transaction 17,744,100 shares Total common stock directly held after award

Five-year vesting start December 31, 2026 Start of equal annual vesting for 12,300-share grant

Additional award 1 10,812 shares Performance award vesting 12/31/2026 through 12/31/2029

Additional award 2 6,108 shares Performance award vesting 12/31/2026 through 12/31/2028

Additional award 3 3,506 shares Performance award vesting 12/31/2026 through 12/31/2027

Additional award 4 2,091 shares Performance award vesting on 12/31/2026

Key Terms

Performance Unit Award Agreement, Performance Award Agreement, vest, Common Stock, +1 more

5 terms

Performance Unit Award Agreement financial

"These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years"

Performance Award Agreement financial

"Includes: (i) 12,300 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030"

vest financial

"will vest in equal increments over five years beginning on December 31, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 04:41 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

WISCONSIN

54755

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2026		A		12,300⁽¹⁾	A	$0	17,744,100⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2026.

2. Includes: (i) 12,300 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 10,812 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 6,108 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 3,506 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (v) 2,091 shares granted under a Performance Award Agreement that vest on 12/31/2026.

	/s/ James J. Hinnendael, attorney-in-fact	05/07/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MRTN Chairman Randolph L. Marten report on this Form 4?

Randolph L. Marten reported receiving a grant of 12,300 shares of Marten Transport common stock. The award was classified as a grant or other acquisition and carried no cash purchase price per share, indicating it is compensation-related rather than an open-market stock purchase.

At what price were the newly granted MRTN shares awarded to Randolph L. Marten?

The 12,300 Marten Transport shares were granted at a price of $0.0000 per share. This reflects a compensation grant under a performance award agreement, not a market transaction, meaning Marten did not pay cash to acquire these additional common shares.

How many MRTN shares does Randolph L. Marten hold after this reported grant?

After the 12,300-share grant, Randolph L. Marten directly holds 17,744,100 shares of Marten Transport common stock. This total includes previously granted performance awards that vest over several years, as detailed in the filing’s footnotes describing multiple vesting schedules.

How do the newly granted MRTN shares vest for Randolph L. Marten?

The 12,300-share grant vests in equal increments over five years beginning on December 31, 2026. This means portions of the award become fully owned each year through December 31, 2030, subject to the performance unit award agreement’s terms described in the footnotes.

What other performance awards are included in Randolph L. Marten’s MRTN holdings?

His holdings include several performance award grants: 12,300 shares vesting through 2030, 10,812 through 2029, 6,108 through 2028, 3,506 through 2027, and 2,091 vesting on December 31, 2026. These awards add long-term, performance-linked equity exposure.

Was this MRTN insider transaction an open-market buy or a compensation grant?

This transaction is a compensation grant, not an open-market stock purchase. It is coded as a grant, award, or other acquisition with a per-share price of $0.0000, reflecting shares issued under a performance unit award agreement rather than bought on the open market.