MARTEN TRANSPORT LTD
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
MRTN$12.01-0.8%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | 1. | Financial Statements (See Part II, Item 8 of this Report): | Page |
|---|---|---|---|
| Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248) | 32 | ||
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 35 | ||
| Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 | 36 | ||
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 | 37 | ||
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | 38 | ||
| Notes to Consolidated Financial Statements | 39 | ||
| 2. | Financial Statement Schedules (Consolidated Financial Statement Schedule Included in Part IV of this Report): | ||
| Schedule II – Valuation and Qualifying Accounts and Reserves | 63 | ||
| Schedules not listed above have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. | |||
3. ** **Exhibits:
The exhibits to this Report are listed below. A copy of any of the exhibits listed will be sent at a reasonable cost to any stockholder as of March 6, 2026. Requests should be sent to James J. Hinnendael, Executive Vice President and Chief Financial Officer, at our corporate headquarters. The following exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K:
| Item No. | Item | Filing Method | |
| 3.1 | Amended and Restated Certificate of Incorporation effective August 11, 2003 | Incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 2 to Registration Statement on Form S-2 (File No. 333-107367). | |
| 3.2 | Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005 | Incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010). | |
| 3.3 | Second Amendment to Amended and Restated Certificate of Incorporation effective June 1, 2015 | Incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 0-15010). | |
| 3.4 | Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018 | Incorporated by reference to Exhibit 3.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 0-15010). | |
| 3.5 | Amended and Restated Bylaws effective August 15, 2023 | Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed August 21, 2023. | |
| 4.1 | Specimen form of the Company’s Common Stock Certificate | Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 33-8108). (Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T). | |
| 4.2 | Amended and Restated Certificate of Incorporation effective August 11, 2003 | See Exhibit 3.1 above. | |
| 4.3 | Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005 | See Exhibit 3.2 above. | |
| 4.4 | Second Amendment to Amended and Restated Certificate of Incorporation effective June 1, 2015 | See Exhibit 3.3 above. | |
| 4.5 | Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018 | See Exhibit 3.4 above. | |
| 4.6 | Amended and Restated Bylaws effective August 15, 2023 | See Exhibit 3.5 above. | |
| 4.7 | Description of Company’s Common Stock | Filed with this Report. | |
| 10.1 | Marten Transport, Ltd. 2005 Stock Incentive Plan | * | Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010). |
| Item No. | Item | Filing Method | |
| 10.2 | Form of Amended and Restated Change in Control Severance Agreement | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 15, 2007. |
| 10.3 | Form of First Amendment to Amended and Restated Change in Control Severance Agreement | * | Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-15010). |
| 10.4 | Form of Indemnification Agreement | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 22, 2010. |
| 10.5 | Amendment to the Marten Transport, Ltd. 2005 Stock Incentive Plan | * | Incorporated by reference to Exhibit 10.17 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 0-15010). |
| 10.6 | Form of Second Amendment to Amended and Restated Change in Control Agreement | * | Incorporated by Reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 8, 2011. |
| 10.7 | Executive Officer Performance Incentive Plan | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 5, 2012. |
| 10.8 | Form of Non-Statutory Stock Option Agreement for the 2015 Equity Incentive Plan | * | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed May 15, 2015. |
| 10.9 | Form of Performance Unit Awards Agreement for the 2015 Equity Incentive Plan | * | Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed May 15, 2015. |
| 10.10 | Marten Transport, Ltd. 2015 Equity Incentive Plan | * | Incorporated by reference to Exhibit 10.21 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 0-15010). |
| 10.11 | Amended and Restated Executive Officer Performance Incentive Plan | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 4, 2015. |
| 10.12 | Second Amended and Restated Executive Officer Performance Incentive Plan | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 18, 2017. |
| 10.13 | Marten Transport, Ltd. 2015 Equity Incentive Plan, as amended | * | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed May 13, 2019. |
| 10.14 | Form of Performance Unit Award Agreement for the 2015 Equity Incentive Plan | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 11, 2020. |
| Item No. | Item | Filing Method | |
| 10.15 | Credit Agreement, dated as of August 16, 2022, by and among Marten Transport, Ltd., as borrower, the banks party thereto, and U.S. Bank National Association, as agent for the banks | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 22, 2022. | |
| 10.16 | Marten Transport, Ltd. 2025 Equity Incentive Plan | * | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form S-8 filed May 9, 2025. |
| 10.17 | Form of Non-Statutory Stock Option Agreement for the 2025 Equity Incentive Plan | * | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed May 12, 2025. |
| 10.18 | Form of Performance Award Agreement for the 2025 Equity Incentive Plan | * | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed May 12, 2025. |
| 10.19 | Named Executive Officer Compensation | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 12, 2025. |
| 10.20 | Separation Agreement and Release of Claims by and between Timothy M. Kohl and Marten Transport, Ltd. Dated September 30, 2025 | * | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 6, 2025. |
| 19.1 | Code of Ethics (Insider Trading Policy) | Filed with this Report. | |
| 23.1 | Consent of Grant Thornton LLP | Filed with this Report. | |
| 31.1 | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Randolph L. Marten, the Registrant’s Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | Filed with this Report. | |
| 31.2 | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by James J. Hinnendael, the Registrant’s Executive Vice President and Chief Financial Officer (Principal Financial Officer) | Filed with this Report. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed with this Report. | |
| 97.1 | Marten Transport, Ltd. Clawback Policy | Incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed February 28, 2024. |
| Item No. | Item | Filing Method |
| 101 | The following financial information from Marten Transport, Ltd.’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on February 27, 2026, formatted in iXBRL, or Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements | Filed with this Report. |
| 104 | The cover page from Marten Transport, Ltd.’s Annual Report on Form 10-K for the period ended December 31, 2025, formatted in iXBRL, included in Exhibit 101 | Filed with this Report. |
*****A management contract or compensatory plan or arrangement.
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