8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2025-10-23 For: 2025-10-23
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):

October 23, 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: 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 October 23, 2025, the company issued a press release announcing financial results for the quarter ended September 30, 2025. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 23, 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.


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 October 23, 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).

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 23, 2025 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and<br><br> <br>Chief Financial Officer

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ex_871983.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

MONDOVI, Wis., October 23, 2025 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $2.2 million, or 3 cents per diluted share, for the third quarter ended September 30, 2025, compared with $3.8 million, or 5 cents per diluted share, for the third quarter of 2024. For the nine-month period ended September 30, 2025, net income was $13.7 million, or 17 cents per diluted share, compared with $21.3 million, or 26 cents per diluted share, for the 2024 nine-month period.

Operating revenue was $220.5 million for the third quarter of 2025 compared with $237.4 million for the third quarter of 2024. Excluding fuel surcharges, operating revenue was $194.0 million for the 2025 quarter compared with $207.9 million for the 2024 quarter. Fuel surcharge revenue decreased to $26.5 million for the 2025 quarter from $29.5 million for the 2024 quarter.

Operating revenue was $673.5 million for the first nine months of 2025 compared with $733.3 million for the first nine months of 2024. Excluding fuel surcharges, operating revenue was $593.5 million for the 2025 period compared with $637.1 million for the 2024 period. Fuel surcharge revenue decreased to $80.0 million for the 2025 period from $96.1 million for the 2024 period.

Operating income was $2.7 million for the third quarter of 2025 compared with $4.3 million for the third quarter of 2024.

Operating income was $18.3 million for the first nine months of 2025 compared with $26.5 million for the first nine months of 2024.

Operating expenses as a percentage of operating revenue were 98.8% for the 2025 quarter and 98.2% for the 2024 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 98.6% for the 2025 quarter and 97.9% for the 2024 quarter.

Operating expenses as a percentage of operating revenue were 97.3% for the first nine months of 2025 and 96.4% for the first nine months of 2024. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 96.9% for the 2025 period and 95.8% for the 2024 period.

Chairman of the Board and Chief Executive Officer Randolph L. Marten stated, “Our earnings have continued to be significantly 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, unacceptable freight rate reductions and freight network disruptions. Our unique multifaceted business model’s value continued to be highlighted by the operating results of our dedicated and brokerage operations for the first nine months of this year and throughout last year.”

“We remain focused on minimizing the freight market’s impact with our emphasis on safe, premium service, data-driven operating efficiencies and 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 future 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 and B-1 visa regulations to positively impact such opportunities.”

“We also closed on the previously announced agreement to sell assets related to our intermodal business to Hub Group, Inc. (NASDAQ: HUBG), effective September 30, 2025. The transaction was structured as an asset sale of certain intermodal equipment, including over 1,200 refrigerated containers, and contracts to Hub Group, Inc. for $51.8 million in cash. This transaction clarifies our focus on investing in and positioning our core operations for future expansion.”


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 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: 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 49,485 $ 17,267
Receivables:
Trade, net 92,011 89,992
Other 9,201 5,364
Prepaid expenses and other 25,296 25,888
Total current assets 175,993 138,511
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,148,269 1,198,737
Accumulated depreciation (355,266 ) (370,124 )
Net property and equipment 793,003 828,613
Escrow deposit 5,000 -
Other noncurrent assets 1,655 1,633
Total assets 975,651 $ 968,757
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 39,744 $ 25,781
Insurance and claims accruals 41,313 44,246
Accrued and other current liabilities 34,527 23,492
Total current liabilities 115,584 93,519
Deferred income taxes 91,617 107,034
Noncurrent operating lease liabilities 250 282
Total liabilities 207,451 200,835
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 September 30, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding 815 815
Additional paid-in capital 54,143 52,941
Retained earnings 713,242 714,166
Total stockholders’ equity 768,200 767,922
Total liabilities and stockholders’ equity 975,651 $ 968,757

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
(In thousands, except per share information) 2025 2024 2025 2024
Operating revenue $ 220,470 $ 237,366 $ 673,544 $ 733,276
Operating expenses (income):
Salaries, wages and benefits 78,972 83,442 236,342 258,723
Purchased transportation 42,284 44,862 123,063 129,911
Fuel and fuel taxes 33,526 35,781 99,234 114,151
Supplies and maintenance 15,585 16,464 46,704 49,006
Depreciation 25,447 27,392 80,224 84,125
Operating taxes and licenses 2,423 2,505 7,291 7,619
Insurance and claims 11,382 13,759 40,611 37,975
Communications and utilities 2,093 2,166 6,536 6,834
Gain on disposition of revenue equipment (1,903 ) (881 ) (8,750 ) (4,584 )
Other 7,923 7,607 23,958 23,023
Total operating expenses 217,732 233,097 655,213 706,783
Operating income 2,738 4,269 18,331 26,493
Other (213 ) (922 ) (998 ) (2,732 )
Income before income taxes 2,951 5,191 19,329 29,225
Income taxes expense 725 1,437 5,582 7,936
Net income $ 2,226 $ 3,754 $ 13,747 $ 21,289
Basic earnings per common share $ 0.03 $ 0.05 $ 0.17 $ 0.26
Diluted earnings per common share $ 0.03 $ 0.05 $ 0.17 $ 0.26
Dividends declared per common share $ 0.06 $ 0.06 $ 0.18 $ 0.18

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
September 30, September 30, September 30,
(Dollars in thousands) 2025 2024 2025 vs. 2024 2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 90,138 $ 93,278 $ (3,140 ) (3.4 )%
Truckload fuel surcharge revenue 14,691 15,146 (455 ) (3.0 )
Total Truckload revenue 104,829 108,424 (3,595 ) (3.3 )
Dedicated revenue, net of fuel surcharge revenue 56,675 62,898 (6,223 ) (9.9 )
Dedicated fuel surcharge revenue 10,335 12,123 (1,788 ) (14.7 )
Total Dedicated revenue 67,010 75,021 (8,011 ) (10.7 )
Intermodal revenue, net of fuel surcharge revenue 8,369 12,289 (3,920 ) (31.9 )
Intermodal fuel surcharge revenue 1,482 2,220 (738 ) (33.2 )
Total Intermodal revenue 9,851 14,509 (4,658 ) (32.1 )
Brokerage revenue 38,780 39,412 (632 ) (1.6 )
Total operating revenue $ 220,470 $ 237,366 $ (16,896 ) (7.1 )%
Operating income/(loss):
Truckload $ (2,002 ) $ (142 ) $ (1,860 ) (1,309.9 )%
Dedicated 3,426 3,056 370 12.1
Intermodal (293 ) (1,542 ) 1,249 81.0
Brokerage 1,607 2,897 (1,290 ) (44.5 )
Total operating income $ 2,738 $ 4,269 $ (1,531 ) (35.9 )%
Operating ratio:
Truckload 101.9 % 100.1 %
Dedicated 94.9 95.9
Intermodal 103.0 110.6
Brokerage 95.9 92.6
Consolidated operating ratio 98.8 % 98.2 %
Operating ratio, net of fuel surcharges:
Truckload 102.2 % 100.2 %
Dedicated 94.0 95.1
Intermodal 103.5 112.5
Brokerage 95.9 92.6
Consolidated operating ratio, net of fuel surcharges 98.6 % 97.9 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Nine Months Nine Months Nine Months
Ended Ended Ended
September 30, September 30, September 30,
(Dollars in thousands) 2025 2024 2025 vs. 2024 2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 272,728 $ 284,346 $ (11,618 ) (4.1 )%
Truckload fuel surcharge revenue 42,978 48,152 (5,174 ) (10.7 )
Total Truckload revenue 315,706 332,498 (16,792 ) (5.1 )
Dedicated revenue, net of fuel surcharge revenue 180,418 202,080 (21,662 ) (10.7 )
Dedicated fuel surcharge revenue 32,091 40,667 (8,576 ) (21.1 )
Total Dedicated revenue 212,509 242,747 (30,238 ) (12.5 )
Intermodal revenue, net of fuel surcharge revenue 28,730 38,230 (9,500 ) (24.8 )
Intermodal fuel surcharge revenue 4,941 7,315 (2,374 ) (32.5 )
Total Intermodal revenue 33,671 45,545 (11,874 ) (26.1 )
Brokerage revenue 111,658 112,486 (828 ) (0.7 )
Total operating revenue $ 673,544 $ 733,276 $ (59,732 ) (8.1 )%
Operating income/(loss):
Truckload $ 42 $ 1,462 $ (1,420 ) (97.1 )%
Dedicated 13,709 18,964 (5,255 ) (27.7 )
Intermodal (1,883 ) (2,420 ) 537 22.2
Brokerage 6,463 8,487 (2,024 ) (23.8 )
Total operating income $ 18,331 $ 26,493 $ (8,162 ) (30.8 )%
Operating ratio:
Truckload 100.0 % 99.6 %
Dedicated 93.5 92.2
Intermodal 105.6 105.3
Brokerage 94.2 92.5
Consolidated operating ratio 97.3 % 96.4 %
Operating ratio, net of fuel surcharges:
Truckload 100.0 % 99.5 %
Dedicated 92.4 90.6
Intermodal 106.6 106.3
Brokerage 94.2 92.5
Consolidated operating ratio, net of fuel surcharges 96.9 % 95.8 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
2025 2024 2025 2024
Truckload Segment:
Revenue (in thousands) $ 104,829 $ 108,424 $ 315,706 $ 332,498
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,129 $ 4,187 $ 4,178 $ 4,090
Average tractors^(1)^ 1,661 1,695 1,674 1,776
Average miles per trip 508 533 523 533
Non-revenue miles percentage^(2)^ 11.0 % 12.2 % 11.1 % 12.1 %
Total miles (in thousands) 38,081 39,288 115,575 119,838
Dedicated Segment:
Revenue (in thousands) $ 67,010 $ 75,021 $ 212,509 $ 242,747
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,776 $ 3,693 $ 3,811 $ 3,744
Average tractors^(1)^ 1,142 1,296 1,214 1,379
Average miles per trip 292 311 300 321
Non-revenue miles percentage^(2)^ 1.1 % 1.3 % 1.3 % 1.2 %
Total miles (in thousands) 23,206 26,571 73,574 83,882
Intermodal Segment:
Revenue (in thousands) $ 9,851 $ 14,509 $ 33,671 $ 45,545
Loads 2,956 4,119 10,168 13,172
Average tractors 61 104 72 117
Brokerage Segment:
Revenue (in thousands) $ 38,780 $ 39,412 $ 111,658 $ 112,486
Loads 25,940 24,628 70,450 67,389
At September 30, 2025 and September 30, 2024:
Total tractors^(1)^ 2,823 3,080
Average age of company tractors (in years) 2.2 1.8
Total trailers 5,165 5,456
Average age of company trailers (in years) 4.9 5.2
Ratio of trailers to tractors^(1)^ 1.8 1.8
Total refrigerated containers - 786
Three Months Nine Months
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended September 30, Ended September 30,
(In thousands) 2025 2024 2025 2024
Net cash provided by operating activities $ 18,538 $ 29,478 $ 87,906 $ 111,021
Net cash provided by/(used for) investing activities 5,786 (59,222 ) (35,742 ) (107,247 )
Net cash (used for) financing activities (4,891 ) (4,465 ) (14,946 ) (13,997 )
Weighted average shares outstanding:
Basic 81,520 81,437 81,508 81,389
Diluted 81,527 81,492 81,516 81,460
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 83 and 94 tractors as of September 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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