MARTEN TRANSPORT LTD (MRTN) SEC Filings, Jan-Mar 2026

Marten Transport, Ltd. is soliciting proxies for its 2026 annual stockholder meeting on May 5, 2026, in Mondovi, Wisconsin. Stockholders of record on March 6, 2026, when 81,589,135 common shares were outstanding, are entitled to one vote per share.

Key items include electing seven directors, an advisory vote on executive compensation, and ratifying Grant Thornton LLP as independent auditor. The board highlights a majority of independent directors, formal risk oversight, a hedging ban for insiders, a Nasdaq-compliant clawback policy, and broad codes of ethics.

The company emphasizes performance-linked pay, using base salary plus long-term equity awards. In 2025, CEO compensation was $1,154,303 versus median employee pay of $75,053, a 15:1 ratio. Prior say‑on‑pay received strong support, and the board continues annual advisory votes on pay.

Marten Transport reported 2025 operating revenue of $883.7 million, down 8.3% from 2024, as a softer freight market weighed on all segments. Revenue excluding fuel surcharges fell 7.3% to $779.0 million and fuel surcharge revenue declined to $104.7 million.

Operating income dropped 31.0% to $22.9 million, with the consolidated operating ratio weakening to 97.4% from 96.6%. Net income fell 35.2% to $17.4 million, or $0.21 per diluted share. Truckload, Dedicated and Intermodal all saw lower revenue, while Brokerage grew modestly.

The company sold its Intermodal operations effective September 30, 2025 and operated 2,654 tractors and 5,107 trailers at year-end. Marten ended 2025 with $48.3 million in cash and cash equivalents and no long-term debt, paid $0.24 per share in annual dividends, and continues an authorized share repurchase program.

Marten Transport Ltd Chairman and CEO Randolph L. Marten reported a Form 4 transaction involving company common stock tied to equity award vesting. On this date, 4,657 shares were disposed of at $13.90 per share to cover employee tax obligations on 10,983 vested shares, as noted in the footnotes. Following this tax-withholding disposition, he directly owned 17,731,800 common shares, and the footnotes indicate additional unvested performance-based awards scheduled to vest between December 31, 2026 and December 31, 2029.

Marten Transport Ltd Executive VP and CFO James J. Hinnendael reported a tax-related share disposition. On this Form 4, 2,885 shares of common stock were withheld at $13.90 per share to cover employee taxes on 5,531 recently vested shares, rather than being sold on the open market. After this withholding transaction, he directly holds 154,798 shares, which include multiple performance award grants scheduled to vest between December 31, 2026 and December 31, 2029.

Marten Transport Ltd executive Adam Daniel Phillips reported a Form 4 showing a tax-related share disposition, not an open-market trade. On the transaction date, 1,131 shares of common stock were withheld at $13.90 per share to cover employee taxes on 2,596 newly vested shares. After this withholding, he directly owned 10,623 shares. Footnotes indicate the vested shares had been previously reported as they vested based on service and also describe additional performance-based awards scheduled to vest between 12/31/2026 and 12/31/2029.

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.

Marten Transport executive Randall John Baier reported a Form 4 showing a tax-withholding disposition of 1,273 shares of common stock at $13.90 per share. According to the footnote, 2,538 shares vested and a portion was withheld to cover employee taxes, leaving Baier with 17,747 shares directly owned.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 4,013,753 Marten Transport Ltd common shares, representing 4.92% of the class. All voting and dispositive powers are shared, with no sole authority reported.

The holdings are for Vanguard’s clients, who have rights to dividends and sale proceeds, and no single client holds more than 5% of the stock. Vanguard states the position is held in the ordinary course of business and not to change or influence control. The filing also notes an internal realignment on January 12, 2026, after which certain Vanguard subsidiaries are expected to report beneficial ownership separately.

Marten Transport, Ltd. furnished an update on its recent performance by issuing a press release announcing financial results for the quarter and year ended December 31, 2025. The release is attached as Exhibit 99.1 and is furnished, rather than filed, under the securities laws.

The company highlights non-GAAP metrics such as operating revenue net of fuel surcharge revenue and operating expenses as a percentage of that adjusted revenue. Management believes excluding fuel surcharge revenue offers a more consistent basis for comparing results over time, and the press release includes reconciliations to the most directly comparable GAAP measures in line with Regulation G.

Marten also furnished an investor presentation as Exhibit 99.2 under Regulation FD. The company expects to use these slides, in whole or in part, in presentations to investors, analysts and others during 2026, while indicating it has no obligation to update the materials except through future public disclosures.