Form 8-K

8-K — MARTEN TRANSPORT LTD

Accession: 0001437749-26-033270

Filed: 2026-10-22

Period: 2026-10-22

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 — mrtn20261019_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1027677.htm)

EX-99.2 — EXHIBIT 99.2 (ex_1027678_source.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: mrtn20261019_8k.htm · Sequence: 1

mrtn20261019_8k.htm

false

0000799167

2026-10-22

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):

October 22, 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 October 22, 2026, the company issued a press release announcing financial results for the quarter ended September 30, 2026. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 22, 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 October 22, 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: October 22, 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_1027677.htm · Sequence: 2

ex_1027677.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

MONDOVI, Wis., October 22, 2026 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 30.7% improvement in net income to $2.9 million, or 4 cents per diluted share, for the third quarter ended September 30, 2026, from $2.2 million, or 3 cents per diluted share, for the third quarter of 2025. For the nine-month period ended September 30, 2026, net income was $9.6 million, or 12 cents per diluted share, compared with $13.7 million, or 17 cents per diluted share, for the 2025 nine-month period.

Operating revenue was $223.2 million for the third quarter of 2026 compared with $220.5 million for the third quarter of 2025. Our intermodal operations, which were sold in 2025, had operating revenue of $9.9 million in the 2025 quarter. Excluding fuel surcharges, operating revenue was $184.2 million for the 2026 quarter compared with $194.0 million for the 2025 quarter. Fuel surcharge revenue increased to $39.0 million for the 2026 quarter from $26.5 million for the 2025 quarter.

Operating revenue was $650.3 million for the first nine months of 2026 compared with $673.5 million for the first nine months of 2025. Our intermodal operations had operating revenue of $33.7 million in the first nine months of 2025. Excluding fuel surcharges, operating revenue was $546.6 million for the 2026 period compared with $593.5 million for the 2025 period. Fuel surcharge revenue increased to $103.7 million for the 2026 period from $80.0 million for the 2025 period.

Operating income improved 11.9% to $3.1 million for the third quarter of 2026 from $2.7 million for the third quarter of 2025.

Operating income was $11.6 million for the first nine months of 2026 compared with $18.3 million for the first nine months of 2025.

Operating expenses as a percentage of operating revenue improved to 98.6% for the 2026 quarter from 98.8% for the 2025 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 98.3% for the 2026 quarter from 98.6% for the 2025 quarter.

Operating expenses as a percentage of operating revenue were 98.2% for the first nine months of 2026 and 97.3% for the first nine months of 2025. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 97.9% for the 2026 period and 96.9% for the 2025 period.

Chairman of the Board and Chief Executive Officer Randolph L. Marten stated, “The truckload freight market has sharply tightened since earlier this year as renewed and enhanced enforcement of federal and state law is removing a meaningful amount of noncompliant and unqualified driver capacity from the marketplace. We are securing higher pricing from our customers for our premium services while enhancing freight quality across our network within these early stages of the freight market upcycle. Our Truckload average rate per total mile, net of fuel surcharges, increased 14.1% over the third quarter of 2025.”

“Despite these positive trends, our earnings were negatively affected by unusually high net fuel and health insurance costs. Relative to our average quarterly levels during the first half of the year, net fuel increased by $3.5 million and health insurance, within salaries, wages and benefits, increased by $2.0 million in the third quarter. Over the same period, the increase in our rate of driver pay negatively impacted results by $1.0 million, while a larger gain on sale of revenue equipment provided a $1.5 million benefit. Collectively, these factors reduced our third quarter net income by $3.7 million, or 4.5 cents per share.”

“We are focused on mitigating the impact of the recent rise in diesel fuel prices to record levels through disciplined fuel expense and fuel surcharge management initiatives. The margin pressure results primarily from the timing lag inherent in truckload industry fuel surcharge programs relative to rapidly rising diesel fuel costs, as well as the higher fuel consumption associated with our temperature-controlled operations.”

“As we continue through our 80th year, our priorities remain unchanged: delivering safe, premium service, driving operating efficiencies through data and technology, and maintaining rigorous cost discipline. Our strong, debt-free balance sheet provides the financial flexibility to continue investing in our technology and modern fleet, while positioning the Company to capitalize on attractive opportunities for profitable organic growth.”

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 renewed and enhanced enforcement of federal and state law that is removing a meaningful amount of noncompliant and unqualified driver capacity from the marketplace, 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, and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. 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

September 30,

December 31,

(In thousands, except share information)

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

91,503

43,278

Escrow deposit

5,000

Receivables:

Trade, net

96,911

85,807

Other

8,403

13,084

Prepaid expenses and other

22,574

24,532

Total current assets

224,391

171,701

Property and equipment:

Revenue equipment, buildings and land, office equipment and other

1,086,781

1,128,932

Accumulated depreciation

(356,617

)

(352,426

)

Net property and equipment

730,164

776,506

Other noncurrent assets

1,411

1,560

Total assets

955,966

949,767

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

35,784

28,769

Insurance and claims accruals

42,620

43,700

Accrued and other current liabilities

23,038

19,763

Total current liabilities

101,442

92,232

Deferred income taxes

90,278

89,716

Noncurrent operating lease liabilities

194

Total liabilities

191,802

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; 81,661,669 shares at September 30, 2026, and 81,542,174 shares at December 31, 2025, issued and outstanding

817

815

Additional paid-in capital

56,364

54,762

Retained earnings

706,983

712,048

Total stockholders’ equity

764,164

767,625

Total liabilities and stockholders’ equity

955,966

949,767

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months

Nine Months

Ended September 30,

(In thousands, except per share information)

2026

2025

2026

2025

Operating revenue

223,231

220,470

650,300

673,544

Operating expenses (income):

Salaries, wages and benefits

72,970

78,972

217,627

236,342

Purchased transportation

37,917

42,284

110,204

123,063

Fuel and fuel taxes

49,302

33,526

128,976

99,234

Supplies and maintenance

15,639

15,585

46,085

46,704

Depreciation

24,458

25,447

74,226

80,224

Operating taxes and licenses

2,252

2,423

6,770

7,291

Insurance and claims

11,153

11,382

33,704

40,611

Communications and utilities

2,118

2,093

6,375

6,536

Gain on disposition of revenue equipment

(3,027

)

(1,903

)

(6,120

)

(8,750

)

Other

7,385

7,923

20,881

23,958

Total operating expenses

220,167

217,732

638,728

655,213

Operating income

3,064

2,738

11,572

18,331

Other

(882

)

(213

)

(2,060

)

(998

)

Income before income taxes

3,946

2,951

13,632

19,329

Income taxes expense

1,037

725

4,002

5,582

Net income

2,909

2,226

9,630

13,747

Basic earnings per common share

0.04

0.03

0.12

0.17

Diluted earnings per common share

0.04

0.03

0.12

0.17

Dividends declared per common share

0.06

0.18

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar

Percentage

Change

Three Months

Ended

September 30,

(Dollars in thousands)

2026

2025

2026 vs. 2025

Operating revenue:

Truckload revenue, net of fuel surcharge revenue

94,053

90,138

3,915

4.3

Truckload fuel surcharge revenue

23,251

14,691

8,560

58.3

Total Truckload revenue

117,304

104,829

12,475

11.9

Dedicated revenue, net of fuel surcharge revenue

51,442

56,675

(5,233

)

(9.2

)

Dedicated fuel surcharge revenue

15,748

10,335

5,413

52.4

Total Dedicated revenue

67,190

67,010

180

0.3

Brokerage revenue

38,737

38,780

(43

)

(0.1

)

Intermodal revenue, net of fuel surcharge revenue

8,369

(8,369

)

(100.0

)

Intermodal fuel surcharge revenue

1,482

(1,482

)

(100.0

)

Total Intermodal revenue

9,851

(9,851

)

(100.0

)

Total operating revenue

223,231

220,470

2,761

1.3

Operating income/(loss):

Truckload

(192

)

(2,002

)

1,810

90.4

Dedicated

1,248

3,426

(2,178

)

(63.6

)

Brokerage

2,008

1,607

401

25.0

Intermodal

(293

)

293

100.0

Total operating income

3,064

2,738

326

11.9

Operating ratio:

Truckload

100.2

101.9

Dedicated

98.1

94.9

Brokerage

94.8

95.9

Intermodal

103.0

Consolidated operating ratio

98.6

98.8

Operating ratio, net of fuel surcharges:

Truckload

100.2

102.2

Dedicated

97.6

94.0

Brokerage

94.8

95.9

Intermodal

103.5

Consolidated operating ratio, net of fuel surcharges

98.3

98.6

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Nine Months

Ended

September 30,

Dollar

Change Nine

Months Ended

September 30,

Percentage

Change

Nine Months

Ended

September 30,

(Dollars in thousands)

2026

2025

2026 vs. 2025

Operating revenue:

Truckload revenue, net of fuel surcharge revenue

276,084

272,728

3,356

1.2

Truckload fuel surcharge revenue

62,930

42,978

19,952

46.4

Total Truckload revenue

339,014

315,706

23,308

7.4

Dedicated revenue, net of fuel surcharge revenue

157,194

180,418

(23,224

)

(12.9

)

Dedicated fuel surcharge revenue

40,755

32,091

8,664

27.0

Total Dedicated revenue

197,949

212,509

(14,560

)

(6.9

)

Brokerage revenue

113,337

111,658

1,679

1.5

Intermodal revenue, net of fuel surcharge revenue

28,730

(28,730

)

(100.0

)

Intermodal fuel surcharge revenue

4,941

(4,941

)

(100.0

)

Total Intermodal revenue

33,671

(33,671

)

(100.0

)

Total operating revenue

650,300

673,544

(23,244

)

(3.5

Operating income/(loss):

Truckload

1,281

1,239

2,950.0

Dedicated

5,310

13,709

(8,399

)

(61.3

)

Brokerage

4,981

6,463

(1,482

)

(22.9

)

Intermodal

(1,883

)

1,883

100.0

Total operating income

11,572

18,331

(6,759

)

(36.9

Operating ratio:

Truckload

99.6

100.0

Dedicated

97.3

93.5

Brokerage

95.6

94.2

Intermodal

105.6

Consolidated operating ratio

98.2

97.3

Operating ratio, net of fuel surcharges:

Truckload

99.5

100.0

Dedicated

96.6

92.4

Brokerage

95.6

94.2

Intermodal

106.6

Consolidated operating ratio, net of fuel surcharges

97.9

96.9

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months

Nine Months

Ended September 30,

2026

2025

2026

2025

Truckload Segment:

Revenue (in thousands)

117,304

104,829

339,014

315,706

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

4,749

4,129

4,588

4,178

Average tractors(1)

1,507

1,661

1,543

1,674

Average miles per trip

506

508

511

523

Non-revenue miles percentage(2)

10.7

11.0

10.7

11.1

Total miles (in thousands)

34,825

38,081

108,587

115,575

Dedicated Segment:

Revenue (in thousands)

67,190

67,010

197,949

212,509

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

3,862

3,776

3,896

3,811

Average tractors(1)

1,013

1,142

1,035

1,214

Average miles per trip

292

295

300

Non-revenue miles percentage(2)

1.1

1.3

Total miles (in thousands)

21,559

23,206

65,960

73,574

Brokerage Segment:

Revenue (in thousands)

38,737

38,780

113,337

111,658

Loads

22,141

25,940

70,613

70,450

Intermodal Segment:

Revenue (in thousands)

9,851

33,671

Loads

2,956

10,168

Average tractors

At September 30, 2026 and September 30, 2025:

Total tractors(1)

2,501

2,823

Average age of company tractors (in years)

2.5

2.2

Total trailers

5,065

5,165

Average age of company trailers (in years)

5.3

4.9

Ratio of trailers to tractors(1)

2.0

1.8

Three Months

Nine Months

Ended September 30,

(In thousands)

2026

2025

2026

2025

Net cash provided by operating activities

22,567

18,538

83,285

87,906

Net cash provided by/(used for) investing activities

(30,144

)

5,786

(21,020

)

(35,742

)

Net cash used for financing activities

(4,900

)

(4,891

)

(14,040

)

(14,946

)

Weighted average shares outstanding:

Basic

81,662

81,520

81,623

81,508

Diluted

81,664

81,527

81,625

81,516

(1)

Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 77 and 83 tractors as of September 30, 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

Filename: ex_1027678_source.htm · Sequence: 3

ex_1027678_source.htm

Exhibit 99.2

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v3.26.3

Document And Entity Information

Oct. 22, 2026

Document Information [Line Items]

Entity, Registrant Name

MARTEN TRANSPORT, LTD.

Document, Type

8-K

Document, Period End Date

Oct. 22, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

0-15010

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

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

COMMON STOCK

Trading Symbol

MRTN

Security Exchange Name

NASDAQ

Entity, Emerging Growth Company

false

Amendment Flag

false

Entity, Central Index Key

0000799167

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