MARTEN RANDOLPH L 4

What Happened
Randolph L. Marten, listed as a 10% owner of Marten Transport (MRTN), was granted 12,300 shares under a Performance Unit Award Agreement on May 5, 2026. The award was granted at $0 per share (no cash consideration). These are performance unit awards (not open-market purchases or sales) that will vest over time rather than representing immediately saleable shares.

Key Details

• Transaction date: May 5, 2026; reported on Form 4 filed May 7, 2026 (appears timely).
• Grant type/code: A (award/grant) — 12,300 performance units granted at $0.00.
• Vesting for this grant (F1): vests in equal increments over five years beginning December 31, 2026.
• Footnote F2: this grant is part of a set of awards that, in total, include 12,300 + 10,812 + 6,108 + 3,506 + 2,091 = 34,817 shares with staggered vesting (various schedules from 12/31/2026 through 12/31/2030).
• Shares owned after transaction: Form shows these awards as part of the insider’s reported awards/holdings (see F2 for totals); granted units typically convert to actual shares only as they vest.
• No sale, purchase, or exercise occurred — this is a grant (award) rather than a market transaction.

Context
Performance unit awards grant the right to receive shares (or equivalent value) if performance and/or time-based vesting conditions are met. They do not necessarily indicate immediate liquidity or intent to buy/sell stock. As a 10% owner designation, Marten is an insider with substantial ownership; these grants affect his potential future stake but are subject to the stated vesting schedules and any performance criteria.