Randolph L. Marten - 11 Mar 2025 Form 4 Insider Report for MARTEN TRANSPORT LTD (MRTN)

Role: Exec. Chairman of the Board, Director, 10%+ Owner
Signature: /s/ James J. Hinnendael, attorney-in-fact
Issuer symbol: MRTN
Transactions as of: 11 Mar 2025
Net transactions value: -$52,944
Form type: 4
Filing time: 12 Mar 2025, 16:03:29 UTC
Previous filing: 21 Aug 2024
Next filing: 08 May 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRTN	Common Stock	Tax liability	$52,944	-3,779	-0.02%	$14.01	17,724,442	11 Mar 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Of the 9,344 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.
F2	Includes: (i) 8,144 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2028; (ii) 5,259 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2027; (iii) 4,182 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2026; and (iv) 2,400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025.

Content

Of the 9,344 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.

Includes: (i) 8,144 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2028; (ii) 5,259 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2027; (iii) 4,182 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2026; and (iv) 2,400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025.