[Form 4] Marten Transport Ltd Insider Trading Activity

Rhea-AI Filing Summary

Marten Randolph L., Executive Chairman, Director and 10% owner of Marten Transport Ltd (MRTN), reported a transaction dated 08/19/2025 on Form 4. The filing shows a disposition of 1,500 common shares (code G) at a reported price of $0, leaving 17,736,457 shares beneficially owned following the transaction. The beneficial ownership total explicitly includes a set of performance unit awards that vest in tranches: 13,515 shares vesting 2025–2029; 8,144 shares vesting 2025–2028; 5,259 shares vesting 2025–2027; 4,182 shares vesting 2025–2026; and 2,400 shares vesting on 12/31/2025. The form is signed by attorney-in-fact James J. Hinnendael on 08/19/2025.

Positive

• Detailed disclosure of performance unit composition and vesting dates (amounts and vesting years are explicitly listed)
• Continued large beneficial ownership of 17,736,457 shares after the reported transaction, indicating material insider stake

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A senior insider and 10% owner reported a small non-sale disposition and sizable continuing ownership largely tied to performance awards.

The filing documents a disposition of 1,500 shares coded as G with a reported price of $0, which typically indicates a gift or similar non-sale transfer under Section 16 reporting codes. Despite this small disposition, the reporting person retains a large economic stake of 17,736,457 shares, and the filing clarifies that this stake includes multiple tranches of performance unit awards with staggered vesting through 2029. From a governance perspective, the disclosure is specific about award composition and vesting schedules, which aids transparency about the insider's long-term incentives and potential dilution timing. No amendments or additional contingent instruments are shown.

Securities Analyst

TL;DR: Insider reported a small transfer while maintaining a materially large beneficial position that includes unvested performance units.

The transaction listed on 08/19/2025 is a disposition of 1,500 shares at $0 (code G). The reporting person remains a substantial holder (17.74M shares), and the explanation itemizes 34,500 total performance-unit-related shares by tranche: 13,515; 8,144; 5,259; 4,182; and 2,400. The filing does not show option exercises, derivative holdings beyond performance units, or any change to voting control information beyond the reported disposition. This document provides direct, verifiable details useful for updating insider-ownership tables and calculating outstanding share-based compensation schedules.

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
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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^*

MARTEN RANDOLPH L

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		G		1,500	D	$0	17,736,457(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) 13,515 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2029; (ii) 8,144 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2028; (iii) 5,259 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2027; (iv) 4,182 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2026; and (v) 2,400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025.

	/s/ James J. Hinnendael, attorney-in-fact	08/19/2025
	** 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.
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FAQ

What did Marten Randolph L. report on the Form 4 for MRTN?

He reported a disposition of 1,500 common shares on 08/19/2025, with 17,736,457 shares beneficially owned following the transaction.

What does the transaction code 'G' and price '$0' indicate in this Form 4?

The form shows code G with a reported price of $0. The filing text itself lists the code and price but does not provide further interpretation beyond the recorded data.

How many performance-unit shares are included in the reported beneficial ownership?

The filing explains inclusion of performance-unit awards totaling 13,515, 8,144, 5,259, 4,182, and 2,400 shares across vesting periods ending 2025–2029.

What is the reporting person's role at Marten Transport Ltd (MRTN)?

The reporting person is listed as Executive Chairman of the Board, a Director, and a 10% owner.

Who signed the Form 4 and when?

The Form 4 is signed by attorney-in-fact James J. Hinnendael with the signature date 08/19/2025.