Form 8-K

8-K — MARTEN TRANSPORT LTD

Accession: 0001437749-26-013179

Filed: 2026-04-23

Period: 2026-04-23

CIK: 0000799167

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — mrtn20260417_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_947378.htm)

EX-99.2 — EXHIBIT 99.2 (ex_947379.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: mrtn20260417_8k.htm · Sequence: 1

mrtn20260417_8k.htm

false

0000799167

2026-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 23, 2026

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware

0-15010

39-1140809

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

129 Marten Street

Mondovi, Wisconsin

54755

(Address of principal executive offices)

(Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading symbol:

Name of each exchange on which registered:

COMMON STOCK, PAR VALUE

$.01 PER SHARE

MRTN

THE NASDAQ STOCK MARKET LLC

(NASDAQ GLOBAL SELECT MARKET)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On April 23, 2026, the company issued a press release announcing financial results for the quarter ended March 31, 2026. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 23, 2026 announcing the company’s financial results for this period.

The press release also includes a discussion of operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue. The company provided these additional disclosures because management believes removing these items provide a more consistent basis for comparing results of operations from period to period. These financial measures in the press release have not been determined in accordance with generally accepted accounting principles (“GAAP”). Pursuant to Regulation G, the company has included a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. For the discussion of operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue, and operating expenses divided by operating revenue, which are reconciled in the attached Exhibit 99.1.

The information contained in this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

Representatives of the company make presentations at investor conferences and in other forums, and these presentations may include the information contained in Exhibit 99.2 attached to this current report on Form 8-K. A copy of the presentation slides containing such information that may be disclosed by the company is attached as Exhibit 99.2 to this report and the information set forth therein is incorporated herein by reference and constitutes a part of this report. The company expects to disclose the information contained in Exhibit 99.2, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2026.

The company is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD and Item 7.01 of Form 8-K. The information in Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the company’s SEC filings and other public announcements that the company may make, by press release or otherwise, from time to time. The company undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.2, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this current report on Form 8-K and furnishing this information, the company makes no admission as to the materiality of any information contained in this report, including Exhibit 99.2.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

Not Applicable.

(b)

Pro Forma Financial Information.

Not Applicable.

(c)

Shell Company Transactions.

Not Applicable.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release dated April 23, 2026 (included herewith).

99.2

Investor presentation slides used by Marten Transport, Ltd. (included herewith).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MARTEN TRANSPORT, LTD.

Dated: April 23, 2026

By:

/s/ James J. Hinnendael

James J. Hinnendael

Its: Executive Vice President and

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_947378.htm · Sequence: 2

ex_947378.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FIRST QUARTER RESULTS

MONDOVI, Wis., April 23, 2026 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $1.4 million, or 2 cents per diluted share, for the first quarter ended March 31, 2026, compared with $4.3 million, or 5 cents per diluted share, for the first quarter of 2025.

Operating revenue was $203.5 million for the first quarter of 2026 compared with $223.2 million for the first quarter of 2025. Our intermodal operations, which were sold in 2025, had operating revenue of $12.1 million in the 2025 quarter. Excluding fuel surcharges, operating revenue was $177.2 million for the 2026 quarter compared with $195.8 million for the 2025 quarter. Fuel surcharge revenue decreased to $26.4 million for the 2026 quarter from $27.4 million for the 2025 quarter.

Operating income was $1.6 million for the first quarter of 2026 compared with $5.9 million for the first quarter of 2025.

Operating expenses as a percentage of operating revenue were 99.2% for the 2026 first quarter and 97.4% for the 2025 first quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 99.1% for the 2026 quarter and 97.0% for the 2025 quarter.

Chairman of the Board and Chief Executive Officer Randolph L. Marten stated, “Our people drove sequential increases in our revenue per tractor within our truckload and dedicated operations each of the last two quarters. This impact on our earnings was more than offset by the prolonged severe winter storms and the sharp spike in diesel prices in the first quarter.”

“Our unique multifaceted business model’s value continued to be highlighted by the operating results of our dedicated and brokerage operations. Our earnings have been heavily pressured by the historic duration and depth of the freight market recession’s oversupply and weak demand, and the cumulative impact of inflationary operating costs, freight rate reductions and freight network disruptions.”

“We are focused on minimizing the freight market’s impact with our emphasis on safe, premium service, data-driven operating efficiencies and aggressive cost controls. Our strong, debt-free balance sheet enhances our ability to continue investing in our technology and modern fleet and position our operations to capitalize on improving profitable organic growth opportunities.”

“We believe that the freight market is in the early stages of recovery fueled by the current administration’s accelerating immigration enforcement clampdowns on multiple fronts -- including noncompliant state licensing practices for non-domiciled commercial driver’s licenses, or CDL’s, English Language Proficiency enforcement, electronic logging device fraud, CDL mills and chameleon carriers. These measures are structural changes to the freight market that have been and are expected to continue contracting capacity by removing noncompliant and unqualified drivers who never should have been driving in the first place.”

Current Investor Presentation

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of time and temperature-sensitive and dry truck-based transportation and distribution capabilities across Marten’s five distinct business platforms – Temperature-Sensitive and Dry Truckload, Dedicated, Brokerage and MRTN de Mexico. Marten’s Intermodal operations were sold effective September 30, 2025. Marten is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food, beverages and other consumer packaged goods that require a temperature-controlled or insulated environment. The Company offers service in the United States, Mexico and Canada, concentrating on expedited movements for high-volume customers. Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include a discussion of Marten’s prospects for future growth, including the impact on the freight market of the current administration’s accelerating immigration enforcement clampdowns on multiple fronts -- including noncompliant state licensing practices for non-domiciled commercial driver’s licenses, or CDL’s, English Language Proficiency enforcement, electronic logging device fraud, CDL mills and chameleon carriers, and by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACTS: Randy Marten, Chairman of the Board and Chief Executive Officer, Doug Petit, President, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

March 31,

December 31,

(In thousands, except share information)

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

69,786

43,278

Escrow deposit

5,000

Receivables:

Trade, net

91,911

85,807

Other

8,114

13,084

Prepaid expenses and other

20,792

24,532

Total current assets

195,603

171,701

Property and equipment:

Revenue equipment, buildings and land, office equipment and other

1,112,817

1,128,932

Accumulated depreciation

(362,739

)

(352,426

)

Net property and equipment

750,078

776,506

Other noncurrent assets

1,546

1,560

Total assets

947,227

949,767

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

27,756

28,769

Insurance and claims accruals

44,853

43,700

Accrued and other current liabilities

21,641

19,763

Total current liabilities

94,250

92,232

Deferred income taxes

88,612

89,716

Noncurrent operating lease liabilities

157

194

Total liabilities

183,019

182,142

Stockholders’ equity:

Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding

Common stock, $.01 par value per share; 192,000,000 shares authorized; 81,589,135 shares at March 31, 2026, and 81,542,174 shares at December 31, 2025, issued and outstanding

816

815

Additional paid-in capital

54,858

54,762

Retained earnings

708,534

712,048

Total stockholders’ equity

764,208

767,625

Total liabilities and stockholders’ equity

947,227

949,767

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months

Ended March 31,

(In thousands, except per share information)

2026

2025

Operating revenue

203,526

223,152

Operating expenses (income):

Salaries, wages and benefits

72,119

78,800

Purchased transportation

33,468

37,656

Fuel and fuel taxes

33,907

33,117

Supplies and maintenance

15,128

15,513

Depreciation

25,006

27,470

Operating taxes and licenses

2,245

2,417

Insurance and claims

13,245

13,377

Communications and utilities

2,105

2,279

Gain on disposition of revenue equipment

(1,420

)

(1,665

)

Other

6,131

8,329

Total operating expenses

201,934

217,293

Operating income

1,592

5,859

Other

(457

)

(349

)

Income before income taxes

2,049

6,208

Income taxes expense

667

1,873

Net income

1,382

4,335

Basic earnings per common share

0.02

0.05

Diluted earnings per common share

0.02

0.05

Dividends declared per common share

0.06

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar

Percentage

Change

Three Months

Ended

March 31,

(Dollars in thousands)

2026

2025

2026 vs. 2025

Operating revenue:

Truckload revenue, net of fuel surcharge revenue

89,310

90,106

(796

)

(0.9

Truckload fuel surcharge revenue

16,080

14,285

1,795

12.6

Total Truckload revenue

105,390

104,391

999

1.0

Dedicated revenue, net of fuel surcharge revenue

53,174

62,405

(9,231

)

(14.8

)

Dedicated fuel surcharge revenue

10,289

11,220

(931

)

(8.3

)

Total Dedicated revenue

63,463

73,625

(10,162

)

(13.8

)

Brokerage revenue

34,673

33,019

1,654

5.0

Intermodal revenue, net of fuel surcharge revenue

10,268

(10,268

)

(100.0

)

Intermodal fuel surcharge revenue

1,849

(1,849

)

(100.0

)

Total Intermodal revenue

12,117

(12,117

)

(100.0

)

Total operating revenue

203,526

223,152

(19,626

)

(8.8

Operating income/(loss):

Truckload

(944

)

(300

)

(644

)

(214.7

Dedicated

1,622

4,854

(3,232

)

(66.6

)

Brokerage

914

2,160

(1,246

)

(57.7

)

Intermodal

(855

)

855

100.0

Total operating income

1,592

5,859

(4,267

)

(72.8

Operating ratio:

Truckload

100.9

100.3

Dedicated

97.4

93.4

Brokerage

97.4

93.5

Intermodal

107.1

Consolidated operating ratio

99.2

97.4

Operating ratio, net of fuel surcharges:

Truckload

101.1

100.3

Dedicated

96.9

92.2

Brokerage

97.4

93.5

Intermodal

108.3

Consolidated operating ratio, net of fuel surcharges

99.1

97.0

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months

Ended March 31,

2026

2025

Truckload Segment:

Revenue (in thousands)

105,390

104,391

Average revenue, net of fuel surcharges, per tractor per week(1)

4,425

4,196

Average tractors(1)

1,570

1,670

Average miles per trip

518

537

Non-revenue miles percentage(2)

10.8

11.2

Total miles (in thousands)

36,887

38,273

Dedicated Segment:

Revenue (in thousands)

63,463

73,625

Average revenue, net of fuel surcharges, per tractor per week(1)

3,909

3,846

Average tractors(1)

1,058

1,262

Average miles per trip

298

308

Non-revenue miles percentage(2)

1.3

1.6

Total miles (in thousands)

21,905

25,236

Brokerage Segment:

Revenue (in thousands)

34,673

33,019

Loads

23,882

20,416

Intermodal Segment:

Revenue (in thousands)

12,117

Loads

3,657

Average tractors

At March 31, 2026 and March 31, 2025:

Total tractors(1)

2,595

3,040

Average age of company tractors (in years)

2.4

2.0

Total trailers

5,021

5,331

Average age of company trailers (in years)

5.1

5.4

Ratio of trailers to tractors(1)

1.9

1.8

Total refrigerated containers

786

Three Months

Ended March 31,

(In thousands)

2026

2025

Net cash provided by operating activities

33,049

36,215

Net cash used for investing activities

(1,607

)

(8,413

)

Net cash used for financing activities

(4,934

)

(5,164

)

Weighted average shares outstanding:

Basic

81,579

81,493

Diluted

81,579

81,508

(1)

Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 77 and 82 tractors as of March 31, 2026 and 2025, respectively.

(2)

Represents the percentage of miles for which the company is not compensated.

EX-99.2 — EXHIBIT 99.2

EX-99.2

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Exhibit 99.2

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Document And Entity Information

Apr. 23, 2026

Document Information [Line Items]

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Entity, Tax Identification Number

39-1140809

Entity, Address, Address Line One

129 Marten Street

Entity, Address, City or Town

Mondovi

Entity, Address, State or Province

Entity, Address, Postal Zip Code

54755

City Area Code

715

Local Phone Number

926-4216

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration