8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2026-01-27 For: 2026-01-27
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):

January 27, 2026

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: Name of each exchange on which registered:
COMMON STOCK, PAR VALUE THE NASDAQ STOCK MARKET LLC
.01 PER SHARE (NASDAQ GLOBAL SELECT MARKET)

All values are in US Dollars.

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 January 27, 2026, the company issued a press release announcing financial results for the quarter and year ended December 31, 2025. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 27, 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 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 January 27, 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: January 27, 2026 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and<br><br> <br>Chief Financial Officer

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ex_910928.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

MONDOVI, Wis., January 27, 2026 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $3.7 million, or 5 cents per diluted share, for the fourth quarter ended December 31, 2025, compared with $5.6 million, or 7 cents per diluted share, for the fourth quarter of 2024. The 2025 fourth-quarter earnings improved 66.1% sequentially from 2025 third-quarter net income of $2.2 million, or 3 cents per diluted share. For the year ended December 31, 2025, net income was $17.4 million, or 21 cents per diluted share, compared with $26.9 million, or 33 cents per diluted share, for 2024.

Operating revenue was $210.1 million for the fourth quarter of 2025 compared with $230.4 million for the fourth quarter of 2024. Excluding fuel surcharges, operating revenue was $185.5 million for the 2025 quarter compared with $202.9 million for the 2024 quarter. Fuel surcharge revenue decreased to $24.7 million for the 2025 quarter from $27.6 million for the 2024 quarter.

Operating revenue was $883.7 million for 2025 compared with $963.7 million for 2024. Excluding fuel surcharges, operating revenue was $779.0 million for 2025 compared with $840.0 million for 2024. Fuel surcharge revenue decreased to $104.7 million for 2025 from $123.7 million for 2024.

Operating income was $4.6 million for the fourth quarter of 2025 compared with $6.7 million for the fourth quarter of 2024. The 2025 fourth-quarter operating income improved 67.3% from operating income of $2.7 million for the third quarter of 2025.

Operating income was $22.9 million for 2025 compared with $33.2 million for 2024.

Operating expenses as a percentage of operating revenue were 97.8% for the 2025 fourth quarter and 97.1% for the 2024 fourth quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 97.5% for the 2025 fourth quarter and 96.7% for the 2024 fourth quarter, compared with 98.6% for the third quarter of 2025.

Operating expenses as a percentage of operating revenue were 97.4% for 2025 and 96.6% for 2024. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 97.1% for 2025 and 96.0% for 2024.

Chairman of the Board and Chief Executive Officer Randolph L. Marten stated, “We are encouraged by the sequential improvement in our profitability. Our people also drove sequential increases this quarter in our revenue per tractor, rate per total mile and miles per tractor within each of our truckload and dedicated operations.”

“Our unique multifaceted business model’s value continued to be highlighted by the operating results of our dedicated and brokerage operations throughout the last two years. 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 profitable organic growth opportunities. We expect the current administration’s recent immigration enforcement efforts including stricter standards for non-domiciled commercial driver’s licenses and increased enforcement of English Language Proficiency regulations to positively impact such 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 the current administration’s recent immigration enforcement efforts including stricter standards for non-domiciled commercial driver’s licenses and increased enforcement of English Language Proficiency 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: 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

December 31,
(In thousands, except share information) 2024
ASSETS
Current assets:
Cash and cash equivalents 43,278 $ 17,267
Escrow deposit 5,000 -
Receivables:
Trade, net 85,807 89,992
Other 13,084 5,364
Prepaid expenses and other 24,532 25,888
Total current assets 171,701 138,511
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,128,932 1,198,737
Accumulated depreciation (352,426 ) (370,124 )
Net property and equipment 776,506 828,613
Other noncurrent assets 1,560 1,633
Total assets 949,767 $ 968,757
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 28,769 $ 25,781
Insurance and claims accruals 43,700 44,246
Accrued and other current liabilities 19,763 23,492
Total current liabilities 92,232 93,519
Deferred income taxes 89,716 107,034
Noncurrent operating lease liabilities 194 282
Total liabilities 182,142 200,835
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; 81,542,174 shares at December 31, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding 815 815
Additional paid-in capital 54,762 52,941
Retained earnings 712,048 714,166
Total stockholders’ equity 767,625 767,922
Total liabilities and stockholders’ equity 949,767 $ 968,757

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
(In thousands, except per share information) 2025 2024 2025 2024
Operating revenue $ 210,108 $ 230,432 $ 883,652 $ 963,708
Operating expenses (income):
Salaries, wages and benefits 75,728 83,009 312,070 341,732
Purchased transportation 36,050 39,231 159,113 169,142
Fuel and fuel taxes 30,765 32,992 129,999 147,143
Supplies and maintenance 14,504 14,331 61,208 63,337
Depreciation 25,168 27,528 105,392 111,653
Operating taxes and licenses 2,446 2,683 9,737 10,302
Insurance and claims 15,034 15,134 55,645 53,109
Communications and utilities 2,217 2,195 8,753 9,029
Gain on disposition of revenue equipment (3,317 ) (387 ) (12,067 ) (4,971 )
Other 6,931 6,989 30,889 30,012
Total operating expenses 205,526 223,705 860,739 930,488
Operating income 4,582 6,727 22,913 33,220
Other (466 ) (394 ) (1,464 ) (3,126 )
Income before income taxes 5,048 7,121 24,377 36,346
Income taxes expense 1,351 1,488 6,933 9,424
Net income $ 3,697 $ 5,633 $ 17,444 $ 26,922
Basic earnings per common share $ 0.05 $ 0.07 $ 0.21 $ 0.33
Diluted earnings per common share $ 0.05 $ 0.07 $ 0.21 $ 0.33
Dividends declared per common share $ 0.06 $ 0.06 $ 0.24 $ 0.24

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2025 2024 2025 vs. 2024 2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 91,201 $ 93,106 $ (1,905 ) (2.0 )%
Truckload fuel surcharge revenue 14,822 14,188 634 4.5
Total Truckload revenue 106,023 107,294 (1,271 ) (1.2 )
Dedicated revenue, net of fuel surcharge revenue 56,086 64,997 (8,911 ) (13.7 )
Dedicated fuel surcharge revenue 9,831 11,391 (1,560 ) (13.7 )
Total Dedicated revenue 65,917 76,388 (10,471 ) (13.7 )
Intermodal revenue, net of fuel surcharge revenue - 11,238 (11,238 ) (100.0 )
Intermodal fuel surcharge revenue - 1,971 (1,971 ) (100.0 )
Total Intermodal revenue - 13,209 (13,209 ) (100.0 )
Brokerage revenue 38,168 33,541 4,627 13.8
Total operating revenue $ 210,108 $ 230,432 $ (20,324 ) (8.8 )%
Operating income/(loss):
Truckload $ 783 $ 1,821 $ (1,038 ) (57.0 )%
Dedicated 3,025 4,073 (1,048 ) (25.7 )
Intermodal - (1,502 ) 1,502 100.0
Brokerage 774 2,335 (1,561 ) (66.9 )
Total operating income $ 4,582 $ 6,727 $ (2,145 ) (31.9 )%
Operating ratio:
Truckload 99.3 % 98.3 %
Dedicated 95.4 94.7
Intermodal - 111.4
Brokerage 98.0 93.0
Consolidated operating ratio 97.8 % 97.1 %
Operating ratio, net of fuel surcharges:
Truckload 99.1 % 98.0 %
Dedicated 94.6 93.7
Intermodal - 113.4
Brokerage 98.0 93.0
Consolidated operating ratio, net of fuel surcharges 97.5 % 96.7 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2025 2024 2025 vs. 2024 2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 363,929 $ 377,452 $ (13,523 ) (3.6 )%
Truckload fuel surcharge revenue 57,800 62,340 (4,540 ) (7.3 )
Total Truckload revenue 421,729 439,792 (18,063 ) (4.1 )
Dedicated revenue, net of fuel surcharge revenue 236,504 267,077 (30,573 ) (11.4 )
Dedicated fuel surcharge revenue 41,922 52,058 (10,136 ) (19.5 )
Total Dedicated revenue 278,426 319,135 (40,709 ) (12.8 )
Intermodal revenue, net of fuel surcharge revenue 28,730 49,468 (20,738 ) (41.9 )
Intermodal fuel surcharge revenue 4,941 9,286 (4,345 ) (46.8 )
Total Intermodal revenue 33,671 58,754 (25,083 ) (42.7 )
Brokerage revenue 149,826 146,027 3,799 2.6
Total operating revenue $ 883,652 $ 963,708 $ (80,056 ) (8.3 )%
Operating income/(loss):
Truckload $ 825 $ 3,283 $ (2,458 ) (74.9 )%
Dedicated 16,734 23,037 (6,303 ) (27.4 )
Intermodal (1,883 ) (3,922 ) 2,039 52.0
Brokerage 7,237 10,822 (3,585 ) (33.1 )
Total operating income $ 22,913 $ 33,220 $ (10,307 ) (31.0 )%
Operating ratio:
Truckload 99.8 % 99.3 %
Dedicated 94.0 92.8
Intermodal 105.6 106.7
Brokerage 95.2 92.6
Consolidated operating ratio 97.4 % 96.6 %
Operating ratio, net of fuel surcharges:
Truckload 99.8 % 99.1 %
Dedicated 92.9 91.4
Intermodal 106.6 107.9
Brokerage 95.2 92.6
Consolidated operating ratio, net of fuel surcharges 97.1 % 96.0 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
2025 2024 2025 2024
Truckload Segment:
Revenue (in thousands) $ 106,023 $ 107,294 $ 421,729 $ 439,792
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,200 $ 4,227 $ 4,184 $ 4,123
Average tractors^(1)^ 1,652 1,676 1,668 1,751
Average miles per trip 511 535 520 533
Non-revenue miles percentage^(2)^ 11.2 % 11.8 % 11.1 % 12.1 %
Total miles (in thousands) 38,124 39,147 153,699 158,985
Dedicated Segment:
Revenue (in thousands) $ 65,917 $ 76,388 $ 278,426 $ 319,135
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,870 $ 3,841 $ 3,825 $ 3,767
Average tractors^(1)^ 1,103 1,288 1,186 1,356
Average miles per trip 296 313 299 319
Non-revenue miles percentage^(2)^ 1.2 % 1.5 % 1.3 % 1.3 %
Total miles (in thousands) 22,782 26,799 96,356 110,681
Intermodal Segment:
Revenue (in thousands) $ - $ 13,209 $ 33,671 $ 58,754
Loads - 3,803 10,168 16,975
Average tractors - 88 56 110
Brokerage Segment:
Revenue (in thousands) $ 38,168 $ 33,541 $ 149,826 $ 146,027
Loads 25,501 21,749 95,951 89,138
At December 31, 2025 and December 31, 2024:
Total tractors^(1)^ 2,654 3,006
Average age of company tractors (in years) 2.3 1.9
Total trailers 5,107 5,440
Average age of company trailers (in years) 4.9 5.3
Ratio of trailers to tractors^(1)^ 1.9 1.8
Total refrigerated containers - 786
Three Months Year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended December 31, Ended December 31,
(In thousands) 2025 2024 2025 2024
Net cash provided by operating activities $ 5,582 $ 23,793 $ 93,488 $ 134,814
Net cash used for investing activities (7,135 ) (44,891 ) (42,877 ) (152,138 )
Net cash used for financing activities (4,654 ) (4,625 ) (19,600 ) (18,622 )
Weighted average shares outstanding:
Basic 81,524 81,457 81,512 81,406
Diluted 81,530 81,507 81,519 81,472
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 77 and 88 tractors as of December 31, 2025 and 2024, respectively.
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(2) Represents the percentage of miles for which the company is not compensated.

Image Exhibit

Exhibit 99.2

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