Adam Daniel Phillips - Mar 11, 2025 Form 4 Insider Report for MARTEN TRANSPORT LTD (MRTN)

Role: EVP & Chief Operating Officer
Signature: /s/ James J. Hinnendael, attorney-in-fact
Stock symbol: MRTN
Transactions as of: Mar 11, 2025
Transactions value $: -$11,432
Form type: 4
Date filed: 3/12/2025, 04:25 PM
Previous filing: Jul 25, 2024
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	-$11.4K	-816	-10.96%	$14.01	6.63K	Mar 11, 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 1,872 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) 3,086 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2028; (ii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2027; (iii) 600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2026; and (iv) 200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025.

Content

Of the 1,872 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) 3,086 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2028; (ii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2027; (iii) 600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025 through 12/31/2026; and (iv) 200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2025.