马尔登运输 2025年度报告

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the Registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of theCommon Stock of the Registrant (based upon the closing price of the Common Stock at that date as reported by the NASDAQ Global Select Market),excluding outstanding shares beneficially owned by affiliates, was $816,756,000. As of February 13, 2026, 81,542,153 shares of Common Stock of the Registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to in this Report)from the Registrant’s Proxy Statement for the annual meeting to be held May 5, 2026, or 2026 Proxy Statement. TABLE OF CONTENTS FORWARD-LOOKING INFORMATION This Annual Report on Form 10-K contains certain forward-looking statements. Such statements are made pursuant to the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995. Any statements not of historical fact may be considered forward-looking statements. Written words suchas“may”“expect,”“believe,”“anticipate,”“plan,”“goal,”or“estimate,”or other variations of these or similar words, identify such statements. Thesestatements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-lookingstatements. Important factors known to us that could cause such material differences are identified in this Annual Report on Form 10-K under the heading“Risk Factors”beginning on page 6. We undertake no obligation to correct or update any forward-looking statements, whether as a result of newinformation, future events, or otherwise. You are advised, however, to consult any future disclosures we make on related subjects in future filings with theSecurities and Exchange Commission, or SEC. References in this Annual Report to“we,”“us,”“our,”or the“Company”or similar terms refer to Marten Transport, Ltd. and its consolidatedsubsidiaries unless the context otherwise requires. PART I ITEM 1.BUSINESS Overview We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of time and temperature-sensitive and dry truck-based transportation and distribution capabilities across our current five distinct b