Form 8-K

8-K — MARTEN TRANSPORT LTD

Accession: 0001437749-26-024306

Filed: 2026-07-23

Period: 2026-07-23

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 — mrtn20260721_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_990661.htm)

EX-99.2 — EXHIBIT 99.2 (ex_990662_source.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: mrtn20260721_8k.htm · Sequence: 1

mrtn20260721_8k.htm

false

0000799167

2026-07-23

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):

July 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 July 23, 2026, the company issued a press release announcing financial results for the quarter ended June 30, 2026. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 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 July 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: July 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_990661.htm · Sequence: 2

ex_990661.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES SECOND QUARTER RESULTS

MONDOVI, Wis., July 23, 2026 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $5.3 million, or 7 cents per diluted share, for the second quarter ended June 30, 2026, compared with $7.2 million, or 9 cents per diluted share, for the second quarter of 2025. The 2026 second-quarter earnings improved 286.3% sequentially from 2026 first-quarter net income of $1.4 million, or 2 cents per diluted share. For the six-month period ended June 30, 2026, net income was $6.7 million, or 8 cents per diluted share, compared with $11.5 million, or 14 cents per diluted share, for the 2025 six-month period.

Operating revenue was $223.5 million for the second quarter of 2026 compared with $229.9 million for the second quarter of 2025. Our intermodal operations, which were sold in 2025, had operating revenue of $11.7 million in the 2025 quarter. Excluding fuel surcharges, operating revenue was $185.2 million for the 2026 quarter compared with $203.8 million for the 2025 quarter. Fuel surcharge revenue increased to $38.3 million for the 2026 quarter from $26.1 million for the 2025 quarter.

Operating revenue was $427.1 million for the first six months of 2026 compared with $453.1 million for the first six months of 2025. Our intermodal operations had operating revenue of $23.8 million in the first six months of 2025. Excluding fuel surcharges, operating revenue was $362.4 million for the 2026 period compared with $399.6 million for the 2025 period. Fuel surcharge revenue increased to $64.7 million for the 2026 period from $53.5 million for the 2025 period.

Operating income was $6.9 million for the second quarter of 2026 compared with $9.7 million for the second quarter of 2025.

Operating income was $8.5 million for the first six months of 2026 compared with $15.6 million for the first six months of 2025.

Operating expenses as a percentage of operating revenue were 96.9% for the 2026 quarter and 95.8% for the 2025 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 96.3% for the 2026 quarter and 95.2% for the 2025 quarter.

Operating expenses as a percentage of operating revenue were 98.0% for the first six months of 2026 and 96.6% for the first six months of 2025. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 97.7% for the 2026 period and 96.1% for the 2025 period.

Chairman of the Board and Chief Executive Officer Randolph L. Marten stated, “We are encouraged by the sequential improvement in profitability in each of our truckload, dedicated and brokerage operations this quarter.”

“The freight market has sharply tightened in recent months and is now breaking out from the longest freight market recession on record. This market recovery is driven by structural changes, including accelerating federal enforcement of noncompliant state licensing practices for non-domiciled commercial driver’s licenses, or CDL’s, English Language Proficiency requirements, electronic logging device fraud, CDL mills and chameleon carriers. These measures, along with the U.S. Supreme Court’s Montgomery broker-liability ruling, which held that negligent hiring claims against freight brokers are not preempted by federal law, are contracting meaningful levels of freight capacity by removing noncompliant and unqualified drivers.”

“We are successfully securing higher pricing from our customers for our premium services and enhancing the quality of our freight within this improving freight market. Our ongoing focus remains 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.”

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 accelerating federal enforcement of noncompliant state licensing practices for non-domiciled commercial driver’s licenses, or CDL’s, English Language Proficiency requirements, electronic logging device fraud, CDL mills and chameleon carriers, along with the Montgomery broker-liability ruling, 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

June 30,

December 31,

(In thousands, except share information)

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

103,980

43,278

Escrow deposit

5,000

Receivables:

Trade, net

92,028

85,807

Other

12,410

13,084

Prepaid expenses and other

24,513

24,532

Total current assets

237,931

171,701

Property and equipment:

Revenue equipment, buildings and land, office equipment and other

1,079,582

1,128,932

Accumulated depreciation

(363,506

)

(352,426

)

Net property and equipment

716,076

776,506

Other noncurrent assets

1,478

1,560

Total assets

955,485

949,767

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

28,042

28,769

Insurance and claims accruals

43,443

43,700

Accrued and other current liabilities

23,562

19,763

Total current liabilities

95,047

92,232

Deferred income taxes

94,357

89,716

Noncurrent operating lease liabilities

119

194

Total liabilities

189,523

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 June 30, 2026, and 81,542,174 shares at December 31, 2025, issued and outstanding

817

815

Additional paid-in capital

56,171

54,762

Retained earnings

708,974

712,048

Total stockholders’ equity

765,962

767,625

Total liabilities and stockholders’ equity

955,485

949,767

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months

Six Months

Ended June 30,

(In thousands, except per share information)

2026

2025

2026

2025

Operating revenue

223,543

229,922

427,069

453,074

Operating expenses (income):

Salaries, wages and benefits

72,538

78,570

144,657

157,370

Purchased transportation

38,819

43,123

72,287

80,779

Fuel and fuel taxes

45,767

32,591

79,674

65,708

Supplies and maintenance

15,318

15,606

30,446

31,119

Depreciation

24,762

27,307

49,768

54,777

Operating taxes and licenses

2,273

2,451

4,518

4,868

Insurance and claims

9,306

15,852

22,551

29,229

Communications and utilities

2,152

2,164

4,257

4,443

Gain on disposition of revenue equipment

(1,673

)

(5,182

)

(3,093

)

(6,847

)

Other

7,365

7,706

13,496

16,035

Total operating expenses

216,627

220,188

418,561

437,481

Operating income

6,916

9,734

8,508

15,593

Other

(721

)

(436

)

(1,178

)

(785

)

Income before income taxes

7,637

10,170

9,686

16,378

Income taxes expense

2,298

2,984

2,965

4,857

Net income

5,339

7,186

6,721

11,521

Basic earnings per common share

0.07

0.09

0.08

0.14

Diluted earnings per common share

0.07

0.09

0.08

0.14

Dividends declared per common share

0.06

0.12

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar

Percentage

Change

Three Months

Ended

June 30,

(Dollars in thousands)

2026

2025

2026 vs. 2025

Operating revenue:

Truckload revenue, net of fuel surcharge revenue

92,721

92,484

237

0.3

Truckload fuel surcharge revenue

23,599

14,002

9,597

68.5

Total Truckload revenue

116,320

106,486

9,834

9.2

Dedicated revenue, net of fuel surcharge revenue

52,578

61,338

(8,760

)

(14.3

)

Dedicated fuel surcharge revenue

14,718

10,536

4,182

39.7

Total Dedicated revenue

67,296

71,874

(4,578

)

(6.4

)

Brokerage revenue

39,927

39,859

0.2

Intermodal revenue, net of fuel surcharge revenue

10,093

(10,093

)

(100.0

)

Intermodal fuel surcharge revenue

1,610

(1,610

)

(100.0

)

Total Intermodal revenue

11,703

(11,703

)

(100.0

)

Total operating revenue

223,543

229,922

(6,379

)

(2.8

Operating income/(loss):

Truckload

2,417

2,344

3.1

Dedicated

2,440

5,429

(2,989

)

(55.1

)

Brokerage

2,059

2,696

(637

)

(23.6

)

Intermodal

(735

)

735

100.0

Total operating income

6,916

9,734

(2,818

)

(29.0

Operating ratio:

Truckload

97.9

97.8

Dedicated

96.4

92.4

Brokerage

94.8

93.2

Intermodal

106.3

Consolidated operating ratio

96.9

95.8

Operating ratio, net of fuel surcharges:

Truckload

97.4

97.5

Dedicated

95.4

91.1

Brokerage

94.8

93.2

Intermodal

107.3

Consolidated operating ratio, net of fuel surcharges

96.3

95.2

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar

Percentage

Change

Six Months

Ended

June 30,

(Dollars in thousands)

2026

2025

2026 vs. 2025

Operating revenue:

Truckload revenue, net of fuel surcharge revenue

182,031

182,590

(559

)

(0.3

Truckload fuel surcharge revenue

39,679

28,287

11,392

40.3

Total Truckload revenue

221,710

210,877

10,833

5.1

Dedicated revenue, net of fuel surcharge revenue

105,752

123,743

(17,991

)

(14.5

)

Dedicated fuel surcharge revenue

25,007

21,756

3,251

14.9

Total Dedicated revenue

130,759

145,499

(14,740

)

(10.1

)

Brokerage revenue

74,600

72,878

1,722

2.4

Intermodal revenue, net of fuel surcharge revenue

20,361

(20,361

)

(100.0

)

Intermodal fuel surcharge revenue

3,459

(3,459

)

(100.0

)

Total Intermodal revenue

23,820

(23,820

)

(100.0

)

Total operating revenue

427,069

453,074

(26,005

)

(5.7

Operating income/(loss):

Truckload

1,473

2,044

(571

)

(27.9

Dedicated

4,062

10,283

(6,221

)

(60.5

)

Brokerage

2,973

4,856

(1,883

)

(38.8

)

Intermodal

(1,590

)

1,590

100.0

Total operating income

8,508

15,593

(7,085

)

(45.4

Operating ratio:

Truckload

99.3

99.0

Dedicated

96.9

92.9

Brokerage

96.0

93.3

Intermodal

106.7

Consolidated operating ratio

98.0

96.6

Operating ratio, net of fuel surcharges:

Truckload

99.2

98.9

Dedicated

96.2

91.7

Brokerage

96.0

93.3

Intermodal

107.8

Consolidated operating ratio, net of fuel surcharges

97.7

96.1

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months

Six Months

Ended June 30,

2026

2025

2026

2025

Truckload Segment:

Revenue (in thousands)

116,320

106,486

221,710

210,877

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

4,592

4,209

4,509

4,203

Average tractors(1)

1,553

1,690

1,562

1,680

Average miles per trip

510

524

514

531

Non-revenue miles percentage(2)

10.6

11.0

10.7

11.1

Total miles (in thousands)

36,875

39,221

73,762

77,494

Dedicated Segment:

Revenue (in thousands)

67,296

71,874

130,759

145,499

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

3,917

3,807

3,913

3,827

Average tractors(1)

1,033

1,239

1,045

1,251

Average miles per trip

295

301

296

305

Non-revenue miles percentage(2)

1.0

1.3

1.1

1.4

Total miles (in thousands)

22,496

25,132

44,401

50,368

Brokerage Segment:

Revenue (in thousands)

39,927

39,859

74,600

72,878

Loads

24,590

24,094

48,472

44,510

Intermodal Segment:

Revenue (in thousands)

11,703

23,820

Loads

3,555

7,212

Average tractors

At June 30, 2026 and June 30, 2025:

Total tractors(1)

2,524

2,928

Average age of company tractors (in years)

2.5

2.1

Total trailers

5,139

5,164

Average age of company trailers (in years)

5.1

5.0

Ratio of trailers to tractors(1)

2.0

1.8

Total refrigerated containers

786

Three Months

Six Months

Ended June 30,

(In thousands)

2026

2025

2026

2025

Net cash provided by operating activities

27,669

33,153

60,718

69,368

Net cash provided by/(used for) investing activities

10,731

(33,115

)

9,124

(41,528

)

Net cash used for financing activities

(4,206

)

(4,891

)

(9,140

)

(10,055

)

Weighted average shares outstanding:

Basic

81,629

81,510

81,604

81,502

Diluted

81,634

81,517

81,606

81,512

(1)

Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 81 and 80 tractors as of June 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_990662_source.htm · Sequence: 3

ex_990662_source.htm

Exhibit 99.2

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v3.26.1

Document And Entity Information

Jul. 23, 2026

Document Information [Line Items]

Entity, Registrant Name

MARTEN TRANSPORT, LTD.

Document, Type

8-K

Document, Period End Date

Jul. 23, 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

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Entity, Central Index Key

0000799167

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