mrtn20260825_8k.htm
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):
August 19, 2026
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
Delaware | 0-15010 | 39-1140809 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
129 Marten Street Mondovi, Wisconsin | 54755 | |
(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) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading symbol: | Name of each exchange on which registered: |
COMMON STOCK, PAR VALUE | MRTN | THE NASDAQ STOCK MARKET LLC |
$.01 PER SHARE | (NASDAQ GLOBAL SELECT MARKET) |
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 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On August 16, 2022, Marten Transport, Ltd. (“Marten”) entered into a credit agreement (the “Credit Agreement”) with U.S. Bank National Association, as agent (the “Agent”), and certain banks party thereto (the “Banks”). The Credit Agreement provides for a five-year unsecured revolving credit facility in an aggregate principal amount of up to $30 million. Certain subsidiaries of Marten guarantee Marten’s obligations under the Credit Agreement and any other subsidiary of Marten that guaranties any material indebtedness of Marten is obligated to also guaranty Marten’s obligations under the Credit Agreement. From time to time the aggregate principal amount of the revolving credit facility may be increased and a term loan facility may be added at the option of Marten after providing notice to the Agent in increments not less than $5 million up to a maximum aggregate principal amount of $100 million. The credit facility has a $30 million sublimit for the issuance of letters of credit. Funds are available under the credit facility for Marten’s general business and working capital purposes.
On June 12, 2026, Marten entered into the First Amendment to Credit Agreement (the “First Amendment”) to increase the sublimit for the issuance of letters of credit from $30 million to $35 million and increase the maximum aggregate principal amount from $100 million to $105 million. In addition, the First Amendment provides for an Amended and Restated Revolving Note under Credit Agreement in an aggregate principal amount of up to $35 million.
On August 19, 2026, Marten entered into the Second Amendment to Credit Agreement (the “Second Amendment”) to update the applicable margins for Term SOFR advances, increase the sublimit for the issuance of letters of credit from $35 million to $50 million, decrease the maximum aggregate principal amount from $105 million to $100 million and extend the term until August 19, 2031. In addition, the Second Amendment provides for a Second Amended and Restated Revolving Note under Credit Agreement in an aggregate principal amount of up to $50 million.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which will be attached to Marten’s next Quarterly Report on Form 10-Q.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by this reference.
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: August 25, 2026 | By | /s/ James J. Hinnendael | |
James J. Hinnendael | |||
Its: Executive Vice President and | |||
Chief Financial Officer | |||