8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2025-07-16 For: 2025-07-16
View Original
Added on April 04, 2026

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 16, 2025

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware 0-15010 39-1140809
(State or other jurisdiction of<br> incorporation) (Commission File Number) (I.R.S. Employer<br> Identification Number)
129 Marten Street<br> Mondovi, Wisconsin 54755
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(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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br><br> <br>$.01 PER SHARE MRTN THE NASDAQ STOCK MARKET LLC<br><br> <br>(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 2Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 16, 2025, the company issued a press release announcing financial results for the quarter ended June 30, 2025. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 16, 2025 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 2025.

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.

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Section 9Financial 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
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99.1 Press Release dated July 16, 2025 (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).

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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 16, 2025 By /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

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ex_838341.htm

Exhibit 99.1

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MARTEN TRANSPORT ANNOUNCES SECOND QUARTER RESULTS

MONDOVI, Wis., July 16, 2025 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $7.2 million, or 9 cents per diluted share, for the second quarter ended June 30, 2025, compared with $7.9 million, or 10 cents per diluted share, for the second quarter of 2024. For the six-month period ended June 30, 2025, net income was $11.5 million, or 14 cents per diluted share, compared with $17.5 million, or 22 cents per diluted share, for the 2024 six-month period.

Operating revenue was $229.9 million for the second quarter of 2025 compared with $246.2 million for the second quarter of 2024. Excluding fuel surcharges, operating revenue was $203.8 million for the 2025 quarter compared with $213.5 million for the 2024 quarter. Fuel surcharge revenue decreased to $26.1 million for the 2025 quarter from $32.7 million for the 2024 quarter.

Operating revenue was $453.1 million for the first six months of 2025 compared with $495.9 million for the first six months of 2024. Excluding fuel surcharges, operating revenue was $399.6 million for the 2025 period compared with $429.3 million for the 2024 period. Fuel surcharge revenue decreased to $53.5 million for the 2025 period from $66.6 million for the 2024 period.

Operating income was $9.7 million for the second quarter of 2025 compared with $10.0 million for the second quarter of 2024.

Operating income was $15.6 million for the first six months of 2025 compared with $22.2 million for the first six months of 2024.

Operating expenses as a percentage of operating revenue were 95.8% for the 2025 quarter and 95.9% for the 2024 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 95.2% for the 2025 quarter and 95.3% for the 2024 quarter.

Operating expenses as a percentage of operating revenue were 96.6% for the first six months of 2025 and 95.5% for the first six months of 2024. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 96.1% for the 2025 period and 94.8% for the 2024 period.

Executive Chairman Randolph L. Marten stated, “Our unique multifaceted business model’s value continued to be highlighted by the operating results of our dedicated and brokerage operations for the first six months of this year and throughout last year. Our earnings have continued to be heavily pressured by the considerable 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 remain focused on minimizing the freight market’s impact - and the impact of the U.S. and global economies with the current trade policy volatility - while investing in and positioning our operations to capitalize on profitable organic growth opportunities. We expect such growth opportunities to be positively impacted by anticipated additional industry capacity exits relating to increased enforcement of the English Language Proficiency and B-1 visa regulations.”

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 six distinct business platforms – Temperature-Sensitive and Dry Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. 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 of the freight market and U.S. and global economies with the current trade policy volatility along with the impact of additional industry capacity exits relating to increased enforcement of the English Language Proficiency and B-1 visa regulations, 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, 2024. 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: Tim Kohl, 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

December 31,
(In thousands, except share information) 2024
ASSETS
Current assets:
Cash and cash equivalents 35,052 $ 17,267
Receivables:
Trade, net 91,432 89,992
Other 7,387 5,364
Prepaid expenses and other 21,942 25,888
Total current assets 155,813 138,511
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,207,399 1,198,737
Accumulated depreciation (373,131 ) (370,124 )
Net property and equipment 834,268 828,613
Other noncurrent assets 1,735 1,633
Total assets 991,816 $ 968,757
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 44,894 $ 25,781
Insurance and claims accruals 43,817 44,246
Accrued and other current liabilities 27,974 23,492
Total current liabilities 116,685 93,519
Deferred income taxes 104,098 107,034
Noncurrent operating lease liabilities 317 282
Total liabilities 221,100 200,835
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; 81,520,424 shares at June 30, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding 815 815
Additional paid-in capital 53,994 52,941
Retained earnings 715,907 714,166
Total stockholders’ equity 770,716 767,922
Total liabilities and stockholders’ equity 991,816 $ 968,757

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Six Months
Ended June 30, Ended June 30,
(In thousands, except per share information) 2025 2024 2025 2024
Operating revenue $ 229,922 $ 246,238 $ 453,074 $ 495,910
Operating expenses (income):
Salaries, wages and benefits 78,570 86,519 157,370 175,281
Purchased transportation 43,123 43,235 80,779 85,049
Fuel and fuel taxes 32,591 38,809 65,708 78,370
Supplies and maintenance 15,606 16,472 31,119 32,542
Depreciation 27,307 28,206 54,777 56,733
Operating taxes and licenses 2,451 2,539 4,868 5,114
Insurance and claims 15,852 12,559 29,229 24,216
Communications and utilities 2,164 2,297 4,443 4,668
Gain on disposition of revenue equipment (5,182 ) (2,532 ) (6,847 ) (3,703 )
Other 7,706 8,160 16,035 15,416
Total operating expenses 220,188 236,264 437,481 473,686
Operating income 9,734 9,974 15,593 22,224
Other (436 ) (1,014 ) (785 ) (1,810 )
Income before income taxes 10,170 10,988 16,378 24,034
Income taxes expense 2,984 3,099 4,857 6,499
Net income $ 7,186 $ 7,889 $ 11,521 $ 17,535
Basic earnings per common share $ 0.09 $ 0.10 $ 0.14 $ 0.22
Diluted earnings per common share $ 0.09 $ 0.10 $ 0.14 $ 0.22
Dividends declared per common share $ 0.06 $ 0.06 $ 0.12 $ 0.12

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
June 30, June 30, June 30,
(Dollars in thousands) 2025 2024 2025 vs. 2024 2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 92,484 $ 96,046 $ (3,562 ) (3.7 )%
Truckload fuel surcharge revenue 14,002 16,477 (2,475 ) (15.0 )
Total Truckload revenue 106,486 112,523 (6,037 ) (5.4 )
Dedicated revenue, net of fuel surcharge revenue 61,338 67,444 (6,106 ) (9.1 )
Dedicated fuel surcharge revenue 10,536 13,822 (3,286 ) (23.8 )
Total Dedicated revenue 71,874 81,266 (9,392 ) (11.6 )
Intermodal revenue, net of fuel surcharge revenue 10,093 12,660 (2,567 ) (20.3 )
Intermodal fuel surcharge revenue 1,610 2,404 (794 ) (33.0 )
Total Intermodal revenue 11,703 15,064 (3,361 ) (22.3 )
Brokerage revenue 39,859 37,385 2,474 6.6
Total operating revenue $ 229,922 $ 246,238 $ (16,316 ) (6.6 )%
Operating income/(loss):
Truckload $ 2,344 $ 1,115 $ 1,229 110.2 %
Dedicated 5,429 6,650 (1,221 ) (18.4 )
Intermodal (735 ) (684 ) (51 ) (7.5 )
Brokerage 2,696 2,893 (197 ) (6.8 )
Total operating income $ 9,734 $ 9,974 $ (240 ) (2.4 )%
Operating ratio:
Truckload 97.8 % 99.0 %
Dedicated 92.4 91.8
Intermodal 106.3 104.5
Brokerage 93.2 92.3
Consolidated operating ratio 95.8 % 95.9 %
Operating ratio, net of fuel surcharges:
Truckload 97.5 % 98.8 %
Dedicated 91.1 90.1
Intermodal 107.3 105.4
Brokerage 93.2 92.3
Consolidated operating ratio, net of fuel surcharges 95.2 % 95.3 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Six Months Six Months Six Months
Ended Ended Ended
June 30, June 30, June 30,
(Dollars in thousands) 2025 2024 2025 vs. 2024 2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 182,590 $ 191,068 $ (8,478 ) (4.4 )%
Truckload fuel surcharge revenue 28,287 33,006 (4,719 ) (14.3 )
Total Truckload revenue 210,877 224,074 (13,197 ) (5.9 )
Dedicated revenue, net of fuel surcharge revenue 123,743 139,182 (15,439 ) (11.1 )
Dedicated fuel surcharge revenue 21,756 28,544 (6,788 ) (23.8 )
Total Dedicated revenue 145,499 167,726 (22,227 ) (13.3 )
Intermodal revenue, net of fuel surcharge revenue 20,361 25,941 (5,580 ) (21.5 )
Intermodal fuel surcharge revenue 3,459 5,095 (1,636 ) (32.1 )
Total Intermodal revenue 23,820 31,036 (7,216 ) (23.3 )
Brokerage revenue 72,878 73,074 (196 ) (0.3 )
Total operating revenue $ 453,074 $ 495,910 $ (42,836 ) (8.6 )%
Operating income/(loss):
Truckload $ 2,044 $ 1,604 $ 440 27.4 %
Dedicated 10,283 15,908 (5,625 ) (35.4 )
Intermodal (1,590 ) (878 ) (712 ) (81.1 )
Brokerage 4,856 5,590 (734 ) (13.1 )
Total operating income $ 15,593 $ 22,224 $ (6,631 ) (29.8 )%
Operating ratio:
Truckload 99.0 % 99.3 %
Dedicated 92.9 90.5
Intermodal 106.7 102.8
Brokerage 93.3 92.4
Consolidated operating ratio 96.6 % 95.5 %
Operating ratio, net of fuel surcharges:
Truckload 98.9 % 99.2 %
Dedicated 91.7 88.6
Intermodal 107.8 103.4
Brokerage 93.3 92.4
Consolidated operating ratio, net of fuel surcharges 96.1 % 94.8 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Six Months
Ended June 30, Ended June 30,
2025 2024 2025 2024
Truckload Segment:
Revenue (in thousands) $ 106,486 $ 112,523 $ 210,877 $ 224,074
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,209 $ 4,093 $ 4,203 $ 4,044
Average tractors^(1)^ 1,690 1,805 1,680 1,817
Average miles per trip 524 528 531 533
Non-revenue miles percentage^(2)^ 11.0 % 11.6 % 11.1 % 12.1 %
Total miles (in thousands) 39,221 40,847 77,494 80,550
Dedicated Segment:
Revenue (in thousands) $ 71,874 $ 81,266 $ 145,499 $ 167,726
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,807 $ 3,754 $ 3,827 $ 3,768
Average tractors^(1)^ 1,239 1,382 1,251 1,421
Average miles per trip 301 323 305 326
Non-revenue miles percentage^(2)^ 1.3 % 1.1 % 1.4 % 1.1 %
Total miles (in thousands) 25,132 28,231 50,368 57,311
Intermodal Segment:
Revenue (in thousands) $ 11,703 $ 15,064 $ 23,820 $ 31,036
Loads 3,555 4,464 7,212 9,053
Average tractors 77 121 77 123
Brokerage Segment:
Revenue (in thousands) $ 39,859 $ 37,385 $ 72,878 $ 73,074
Loads 24,094 22,700 44,510 42,761
At June 30, 2025 and June 30, 2024:
Total tractors^(1)^ 2,928 3,126
Average age of company tractors (in years) 2.1 1.8
Total trailers 5,164 5,539
Average age of company trailers (in years) 5.0 5.0
Ratio of trailers to tractors^(1)^ 1.8 1.8
Total refrigerated containers 786 787
Three Months Six Months
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Ended June 30, Ended June 30,
(In thousands) 2025 2024 2025 2024
Net cash provided by operating activities $ 33,153 $ 35,821 $ 69,368 $ 81,543
Net cash used for investing activities (33,115 ) (27,776 ) (41,528 ) (48,025 )
Net cash used for financing activities (4,891 ) (4,576 ) (10,055 ) (9,532 )
Weighted average shares outstanding:
Basic 81,510 81,381 81,502 81,365
Diluted 81,517 81,446 81,512 81,442
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 80 and 90 tractors as of June 30, 2025 and 2024, respectively.
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(2) Represents the percentage of miles for which the company is not compensated.
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Exhibit 99.2

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