Marten Transport (MRTN) CEO reports bona fide gift of 1,200 shares in Form 4

Rhea-AI Filing Summary

Marten Transport Ltd reported that Chairman and CEO Randolph L. Marten made a bona fide gift of 1,200 shares of common stock on 2026-07-30 at a reported price of $0.00 per share. After this disposition, he directly owned 17,742,900 shares, which include multiple tranches of unvested shares granted under Performance Award Agreements vesting between 12/31/2026 and 12/31/2030.

Insider Trade Summary

Net Seller: 1,200 shares

Net Sell 1 txn

Insider MARTEN RANDOLPH L

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Gift	Common Stock F1	1,200	$0.00	$0.00

Holdings After Transaction: Common Stock — 17,742,900 shares (Direct)

Footnotes (1)

1. F1. 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

Shares gifted: 1,200 shares of common stock Price per share: $0.00 per share Shares held after transaction: 17,742,900 shares +3 more

6 metrics

Shares gifted 1,200 shares of common stock Bona fide gift (transaction code G) reported on 2026-07-30

Price per share $0.00 per share Reported transaction price for the 1,200-share gift

Shares held after transaction 17,742,900 shares Direct common stock ownership following the reported gift

Performance award tranche 1 12,300 shares Granted under a Performance Award Agreement vesting 12/31/2026 through 12/31/2030

Performance award tranche 2 10,812 shares Granted under a Performance Award Agreement vesting 12/31/2026 through 12/31/2029

Performance award tranche 3 6,108 shares Granted under a Performance Award Agreement vesting 12/31/2026 through 12/31/2028

Key Terms

Bona fide gift, Performance Award Agreement, vesting

3 terms

Bona fide gift financial

"transaction code description is "Bona fide gift" for the 1,200-share transfer"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Performance Award Agreement financial

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

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/30/2026 - 05:13 PM Accepted by SEC EDGAR 07/30/2026 - 05:13 PM Learn about SEC filing dates

FAQ

What insider transaction did MARTEN TRANSPORT LTD (MRTN) report in this Form 4?

Marten Transport reported that CEO Randolph L. Marten made a bona fide gift of 1,200 common shares. The gift carried a reported price of $0.00 per share, and following the transfer he directly owned 17,742,900 shares, including unvested performance award shares.

How many MARTEN TRANSPORT LTD (MRTN) shares did Randolph L. Marten hold after the gift?

After the reported gift, Randolph L. Marten directly held 17,742,900 Marten Transport common shares. This total includes several blocks of shares granted under Performance Award Agreements, which are scheduled to vest in stages from 12/31/2026 through 12/31/2030.

What was the reported price for the 1,200 MRTN shares transferred by Randolph L. Marten?

The 1,200 Marten Transport shares were reported at a price of $0.00 per share, consistent with a bona fide gift. The transaction code was G, indicating a gift disposition rather than an open-market sale or purchase of the company’s stock.

What type of Form 4 transaction code was used in the MARTEN (MRTN) filing?

The filing used transaction code G, described as a bona fide gift of common stock. This code signifies a non-market transfer of shares, and the transaction direction in the filing is classified as a disposition rather than a purchase or sale.

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

His reported 17,742,900-share holding includes grants under Performance Award Agreements: blocks of 12,300, 10,812, 6,108, 3,506 and 2,091 shares. These awards are scheduled to vest annually on 12/31 dates from 2026 through 2030, subject to the award terms.

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)
07/30/2026

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	07/30/2026		G		1,200	D	$0	17,742,900(1)	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. 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	07/30/2026
	** 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)