What is the CFO’s total Marten Transport (MRTN) share ownership after this grant?

After the equity grant, CFO James J. Hinnendael directly holds 161,564 shares of Marten Transport common stock. This total includes multiple performance award grants scheduled to vest on various dates from December 31, 2026 through December 31, 2030.

Does the Marten Transport (MRTN) Form 4 involve any insider share sales?

No insider sales are reported in this Form 4. The filing shows a single acquisition transaction coded “A,” representing a grant or award of 6,766 common shares to CFO James J. Hinnendael, increasing his overall direct equity position in the company.

CFO of Marten Transport (MRTN) receives 6,766-share performance award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hinnendael James J reported acquisition or exercise transactions in this Form 4 filing.

Marten Transport Ltd executive vice president and chief financial officer James J. Hinnendael received a grant of 6,766 shares of common stock on May 5, 2026, as a performance-based award at no cash cost to him. These shares, granted under a Performance Unit Award Agreement, will vest in equal increments over five years beginning on December 31, 2026. Following this grant, he directly holds 161,564 shares of Marten Transport common stock, including several prior performance awards scheduled to vest between December 31, 2026 and December 31, 2030.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hinnendael James J

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,766	$0.00	--

Holdings After Transaction: Common Stock — 161,564 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) 6,766 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 5,446 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 3,078 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 1,765 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (v) 1,053 shares granted under a Performance Award Agreement that vest on 12/31/2026.

Key Figures

Shares granted: 6,766 shares Grant price: $0.00 per share Total holdings after grant: 161,564 shares +1 more

4 metrics

Shares granted 6,766 shares Performance Unit Award on May 5, 2026

Grant price $0.00 per share Equity compensation, not open-market purchase

Total holdings after grant 161,564 shares Direct ownership following the Form 4 transaction

Vesting start date December 31, 2026 Performance Unit Award vests in equal increments over five years

Key Terms

Performance Unit Award Agreement, Performance Award Agreement, vest

3 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) 6,766 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.

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 04:45 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^*

Hinnendael James J

(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)
	EVP & Chief Financial 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)
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		6,766⁽¹⁾	A	$0	161,564⁽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)
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) 6,766 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 5,446 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 3,078 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 1,765 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (v) 1,053 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 Marten Transport (MRTN) report for its CFO?

Marten Transport reported that CFO James J. Hinnendael received a grant of 6,766 shares of common stock. The award is a performance-based grant with no cash paid per share, increasing his direct holdings to 161,564 shares after the transaction.

At what price were the new Marten Transport (MRTN) shares granted to the CFO?

The 6,766 Marten Transport shares granted to CFO James J. Hinnendael carried a transaction price of $0.00 per share. This indicates a compensation-related equity award rather than an open-market purchase involving cash consideration from the executive.

How do the newly granted Marten Transport (MRTN) shares vest for the CFO?

The 6,766 granted shares vest in equal increments over five years beginning on December 31, 2026. This structure ties the award to continued service and performance over a multi‑year period, with vesting dates running annually through December 31, 2030.

Are the Marten Transport (MRTN) shares granted to the CFO tied to performance awards?

Yes. The Form 4 states the 6,766 shares were granted under a Performance Unit Award Agreement. Footnotes also list several other tranches under Performance Award Agreements, each with specific vesting schedules between late 2026 and late 2030.