What is the vesting schedule for the 6,423-share grant at Marten Transport (MRTN)?

The 6,423-share grant will vest in equal increments over five years beginning on December 31, 2026. This means portions of the award become fully owned each year from 2026 through 2030, encouraging longer-term alignment between the president and shareholders.

Marten Transport (MRTN) president awarded 6,423 shares in stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Petit Douglas Paul reported acquisition or exercise transactions in this Form 4 filing.

Marten Transport Ltd President Douglas Paul Petit received 6,423 shares of Common Stock as a stock grant. The shares were awarded at a price of $0.00 per share as compensation, not through an open-market purchase.

After this grant, he directly holds 40,585 shares of Marten Transport Common Stock. The 6,423-share award is structured under a Performance Unit Award Agreement and will vest in equal increments over five years beginning on December 31, 2026, tying full ownership to continued service and performance over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Petit Douglas Paul

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,423	$0.00	--

Holdings After Transaction: Common Stock — 40,585 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) 6,423 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 5,300 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 2,994 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 1,719 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (v) 1,025 shares granted under a Performance Award Agreement that vest on 12/31/2026.

Key Figures

Shares granted: 6,423 shares Grant price: $0.00 per share Total holdings after grant: 40,585 shares +5 more

8 metrics

Shares granted 6,423 shares Common Stock grant to president on May 5, 2026

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

Total holdings after grant 40,585 shares Direct ownership of Marten Transport Common Stock after transaction

Five-year vesting start December 31, 2026 Performance Unit Award vests in equal increments over five years

Additional award 1 5,300 shares Performance Award vesting from December 31, 2026 through December 31, 2029

Additional award 2 2,994 shares Performance Award vesting from December 31, 2026 through December 31, 2028

Additional award 3 1,719 shares Performance Award vesting from December 31, 2026 through December 31, 2027

Single-year award 1,025 shares Performance Award vesting on December 31, 2026

Key Terms

Performance Unit Award Agreement, Performance Award Agreement, vest, Common Stock

4 terms

Performance Unit Award Agreement financial

"These shares granted under a Performance Unit Award Agreement will vest in equal increments"

Performance Award Agreement financial

"Includes: (i) 6,423 shares granted under a Performance Award Agreement that vest"

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.

Common Stock financial

"security_title: Common Stock reported as the class of securities transacted"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 04:31 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^*

Petit Douglas Paul

(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)
	President

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		6,423⁽¹⁾	A	$0	40,585⁽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) 6,423 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2030; (ii) 5,300 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (iii) 2,994 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iv) 1,719 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (v) 1,025 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) disclose for its president?

Marten Transport reported that President Douglas Paul Petit received 6,423 shares of Common Stock as a compensation grant. The award was made at $0.00 per share and is structured as a performance-based stock grant rather than an open-market purchase or sale.

How many Marten Transport (MRTN) shares were granted and at what price?

Douglas Paul Petit was granted 6,423 shares of Marten Transport Common Stock at $0.00 per share. This reflects a stock-based compensation award, where no cash was paid to acquire the shares, aligning part of the president’s pay with company equity performance.

How many Marten Transport (MRTN) shares does the president hold after this Form 4 transaction?

Following the stock grant, President Douglas Paul Petit directly holds 40,585 shares of Marten Transport Common Stock. This total includes the newly granted 6,423 shares, which vest over time under performance award agreements with specific vesting dates through December 31, 2030.

Is the Marten Transport (MRTN) Form 4 transaction a market purchase or a compensation award?

The Form 4 shows a compensation-related stock award, not a market trade. The 6,423 shares of Common Stock were granted at $0.00 per share under a Performance Unit Award Agreement, so they represent equity compensation rather than an open-market buy or sell transaction.

How are the Marten Transport (MRTN) president’s performance awards structured beyond this new grant?

The reported holdings include multiple performance awards with different vesting windows. These cover awards vesting between December 31, 2026 and December 31, 2030, combining several grants of 6,423, 5,300, 2,994, 1,719 and 1,025 shares tied to multi-year vesting schedules.