Executive Baier (MRTN) awarded 4,817 Marten Transport shares

Rhea-AI Filing Summary

Baier Randall John reported acquisition or exercise transactions in this Form 4 filing.

Marten Transport Ltd executive Randall John Baier, Executive VP & Chief Technology Officer, received a grant of 4,817 shares of common stock at no cost as a compensation award. These shares, granted under a Performance Unit Award Agreement, will vest in equal increments over five years beginning on December 31, 2026.

After this award, Baier directly holds 22,564 shares of common stock, which include several prior performance awards with vesting schedules running from December 31, 2026 through December 31, 2030. This filing reflects a stock-based compensation grant rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Baier Randall John

Role Exec. VP & Chief Tech. Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,817	$0.00	--

Holdings After Transaction: Common Stock — 22,564 shares (Direct, null)

Footnotes (1)

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) 4,817 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 3,966 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 2,239 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 600 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; (v) 300 shares granted under a Performance Award Agreement that vest on 12/31/2026.

Key Figures

Stock grant size: 4,817 shares Grant price: $0.00 per share Post-transaction holdings: 22,564 shares +5 more

8 metrics

Stock grant size 4,817 shares Common stock granted to Randall John Baier on May 5, 2026

Grant price $0.00 per share Price per share for 4,817-share compensation grant

Post-transaction holdings 22,564 shares Total common shares directly held after the grant

New award vesting period 5 years 4,817-share grant vests in equal increments from Dec 31, 2026

Prior award 1 3,966 shares Performance award vesting from Dec 31, 2026 through Dec 31, 2029

Prior award 2 2,239 shares Performance award vesting from Dec 31, 2026 through Dec 31, 2028

Prior award 3 600 shares Performance award vesting from Dec 31, 2026 through Dec 31, 2027

Prior award 4 300 shares Performance award vesting on Dec 31, 2026

Key Terms

Performance Unit Award Agreement, Performance Award Agreement, vesting, Common Stock

4 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) 4,817 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030"

vesting financial

"shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the 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.

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

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^*

Baier Randall John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP & Chief Tech. Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/05/2026		A		4,817(1)	A	$0	22,564(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. 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) 4,817 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 3,966 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 2,239 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 600 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; (v) 300 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)

FAQ

What insider transaction did Marten Transport (MRTN) report for Randall John Baier?

Marten Transport reported that Executive VP & Chief Technology Officer Randall John Baier received a grant of 4,817 shares of common stock. The award is stock-based compensation, not an open-market trade, and was reported as an acquisition under a grant or award transaction code.

At what price were the 4,817 Marten Transport (MRTN) shares granted to Randall Baier?

The 4,817 Marten Transport shares were granted to Randall Baier at a price of $0.00 per share. This indicates a compensation grant, where the company awards stock to the executive without an associated purchase price in the reported transaction.

How many Marten Transport (MRTN) shares does Randall Baier hold after this Form 4 transaction?

Following the reported grant, Randall Baier directly holds 22,564 shares of Marten Transport common stock. This total includes the new 4,817-share award and several earlier performance-based awards that vest on various dates between December 31, 2026 and December 31, 2030.

When will Randall Baier’s new 4,817 Marten Transport (MRTN) shares vest?

The 4,817 newly granted shares to Randall Baier will vest in equal increments over five years beginning on December 31, 2026. This means portions of the award become fully owned each year through 2030 under the Performance Unit Award Agreement terms.

What other performance awards are included in Randall Baier’s Marten Transport (MRTN) holdings?

Baier’s 22,564-share holding includes several performance awards: 3,966 shares vesting from December 31, 2026 to 2029, 2,239 shares vesting from 2026 to 2028, 600 shares vesting from 2026 to 2027, and 300 shares vesting on December 31, 2026, alongside the new 4,817-share grant.