Marten Transport (MRTN) COO granted 4,661 performance-based shares

Rhea-AI Filing Summary

Phillips Adam Daniel reported acquisition or exercise transactions in this Form 4 filing.

Marten Transport EVP & COO Adam Daniel Phillips received a grant of 4,661 shares of common stock as a performance-based award at no cost per share. After this award, he directly holds 15,284 shares. The new grant vests in equal installments over five years beginning on December 31, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Phillips Adam Daniel

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,661	$0.00	--

Holdings After Transaction: Common Stock — 15,284 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) 4,661 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 4,098 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 2,314 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; and (v) 300 shares granted under a Performance Award Agreement that vest on 12/31/2026.

Key Figures

Shares granted: 4,661 shares Grant price per share: $0.0000 per share Total shares after grant: 15,284 shares +5 more

8 metrics

Shares granted 4,661 shares Performance-based common stock award to EVP & COO

Grant price per share $0.0000 per share Reported transaction price for granted shares

Total shares after grant 15,284 shares Direct holdings following the reported transaction

New grant vesting period 5 years Vests in equal increments beginning December 31, 2026

Additional performance awards 2026–2029 4,098 shares Separate performance award vesting 2026 through 2029

Additional performance awards 2026–2028 2,314 shares Performance award vesting 2026 through 2028

Additional performance awards 2026–2027 600 shares Performance award vesting 2026 through 2027

Single-year performance award 300 shares Performance award vesting on December 31, 2026

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) 4,661 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 →

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^*

Phillips Adam Daniel

(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 Operating 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		4,661(1)	A	$0	15,284(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) 4,661 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 4,098 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 2,314 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; and (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 MRTN executive Adam Daniel Phillips report?

Adam Daniel Phillips reported receiving 4,661 shares of Marten Transport common stock as a performance-based share award at no cost. This is a compensation grant rather than an open-market purchase or sale, and it increases his directly held position in the company.

How many MRTN shares does Adam Daniel Phillips hold after this Form 4?

After the reported grant, Adam Daniel Phillips directly holds 15,284 shares of Marten Transport common stock. This total includes the newly granted 4,661 performance-based shares, which are subject to a multi-year vesting schedule starting in late 2026.

What is the vesting schedule for the 4,661 MRTN shares granted?

The 4,661 shares granted to Adam Daniel Phillips vest in equal increments over five years beginning on December 31, 2026. This means portions become exercisable each year from 2026 through 2030, aligning the award with longer-term company performance.

Are the newly granted MRTN shares to Adam Daniel Phillips free or purchased?

The 4,661 Marten Transport shares were granted at a price of $0.0000 per share, indicating a compensation award rather than a purchase. The award is structured under performance award agreements and becomes earned over time through the vesting schedule.

What other performance awards are included in Adam Daniel Phillips’ MRTN holdings?

His holdings include several performance award grants: 4,661 shares vesting 2026–2030, 4,098 shares vesting 2026–2029, 2,314 shares vesting 2026–2028, 600 shares vesting 2026–2027, and 300 shares vesting on December 31, 2026, all tied to future vesting dates.