Marten Transport (MRTN) president uses 2,299 shares for tax withholding

Rhea-AI Filing Summary

Marten Transport Ltd President Douglas Paul Petit reported a Form 4 transaction involving company common stock. On February 20, 2026, 2,299 shares were disposed of to cover employee tax withholding at a price of $13.90 per share in connection with vesting equity awards, not an open-market sale. After this tax-withholding disposition, he directly owned 34,162 shares of common stock. Footnotes explain that 4,407 shares vested, with 2,299 withheld for taxes, and that his holdings include several performance award grants scheduled to vest between December 31, 2026 and December 31, 2029.

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

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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^*

Petit Douglas Paul

(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)
	President

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		2,299(1)	D	$13.9	34,162(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 4,407 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) 5,300 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2029; (ii) 2,994 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2028; (iii) 1,719 shares granted under a Performance Award Agreement that vest on 12/31/2026 through 12/31/2027; and (iv) 1,025 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).
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FAQ

What insider transaction did Marten Transport (MRTN) report for Douglas Paul Petit?

Marten Transport reported that President Douglas Paul Petit had 2,299 common shares disposed of to cover employee tax withholding. The disposition occurred at $13.90 per share in connection with vested equity awards, rather than as an open-market stock sale.

Was the Marten Transport (MRTN) insider Form 4 a tax-withholding event or a share sale?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld to pay employee taxes when 4,407 restricted shares vested, consistent with transaction code F for payment of tax liabilities using company stock.

How many Marten Transport (MRTN) shares does Douglas Paul Petit hold after this Form 4?

After the tax-withholding disposition, President Douglas Paul Petit directly holds 34,162 shares of common stock. This total reflects his remaining ownership following the withholding of 2,299 vested shares for employee tax obligations on February 20, 2026.

At what price were the Marten Transport (MRTN) shares used for tax withholding valued?

The 2,299 Marten Transport common shares withheld for taxes were valued at $13.90 per share. This valuation is used solely for the tax-withholding disposition related to vested equity awards, rather than for an open-market purchase or sale transaction.

What do the performance award footnotes in the Marten Transport (MRTN) Form 4 indicate?

The footnotes state Petit’s direct holdings include multiple performance award grants. These awards cover several thousand shares that vest in tranches from December 31, 2026 through December 31, 2029, reflecting future potential share deliveries subject to vesting conditions.

How many shares vested in the Marten Transport (MRTN) insider transaction on February 20, 2026?

The filing notes that 4,407 shares vested, with 2,299 of those withheld to pay employee taxes. All vested shares were previously reported as they vested based on service, and only the tax-withholding portion appears as the Form 4 disposition.