Marten Transport (MRTN) EVP reports tax-withholding share disposition on Form 4

Rhea-AI Filing Summary

Marten Transport Ltd executive Adam Daniel Phillips reported a Form 4 showing a tax-related share disposition, not an open-market trade. On the transaction date, 1,131 shares of common stock were withheld at $13.90 per share to cover employee taxes on 2,596 newly vested shares. After this withholding, he directly owned 10,623 shares. Footnotes indicate the vested shares had been previously reported as they vested based on service and also describe additional performance-based awards scheduled to vest between 12/31/2026 and 12/31/2029.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Phillips Adam Daniel

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,131	$13.90	$16K

Holdings After Transaction: Common Stock — 10,623 shares (Direct)

Footnotes (1)

1. Of the 2,596 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) 4,098 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (ii) 2,314 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iii) 600 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (iv) 300 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^*

Phillips Adam Daniel

(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)
	EVP & Chief Operating Officer

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		1,131(1)	D	$13.9	10,623(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 2,596 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) 4,098 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (ii) 2,314 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iii) 600 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (iv) 300 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).
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.

FAQ

What insider transaction did Marten Transport (MRTN) report for Adam Daniel Phillips?

Marten Transport reported that executive Adam Daniel Phillips had 1,131 common shares withheld to pay employee taxes. The shares were valued at $13.90 each and related to 2,596 shares that had just vested under prior equity awards.

Was the Marten Transport (MRTN) Form 4 a stock sale by the executive?

The Form 4 reflects a tax-withholding disposition, not an open-market stock sale. Shares were withheld by the company to cover employee tax obligations when 2,596 restricted shares vested, a common administrative mechanism for equity compensation.

How many Marten Transport (MRTN) shares does Adam Daniel Phillips own after this transaction?

After the tax-withholding disposition, Adam Daniel Phillips directly owned 10,623 shares of Marten Transport common stock. This figure includes previously reported vested shares and sits alongside additional unvested performance awards scheduled to vest from late 2026 through 2029.

What triggered the tax-withholding share disposition at Marten Transport (MRTN)?

The disposition was triggered when 2,596 restricted shares vested for Adam Daniel Phillips. To satisfy employee tax obligations on this vesting, 1,131 of those shares were withheld at $13.90 per share, as disclosed in the Form 4 and related footnote.

What future equity awards are outstanding for the Marten Transport (MRTN) executive?

Footnotes state that Adam Daniel Phillips holds several performance award grants: 4,098 shares vesting between 12/31/2026 and 12/31/2029, 2,314 shares vesting between 12/31/2026 and 12/31/2028, 600 shares vesting between 12/31/2026 and 12/31/2027, and 300 shares vesting on 12/31/2026.