马尔登运输 2026年季度报告

Washington, D.C. 20549 Form 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 or☐Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Commission File Number 0-15010 MARTEN TRANSPORT, LTD.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporationororganization)129 Marten StreetMondovi, Wisconsin 54755(Address of principal executive offices)(ZipCode) 39-1140809(I.R.S. employer identification no.) 715-926-4216(Registrant’s telephone number, includingarea code) Securities registered pursuant to Section 12(b) of the Act: Trading symbol:MRTN Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the Registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large 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 transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, was 81,589,135 as of April28, 2026. PART I. FINANCIAL INFORMATION MARTEN TRANSPORT, LTD.CONSOLIDATED CONDENSED BALANCE SHEETS MARTEN TRANSPORT, LTD.CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS(Unaudited) MARTEN TRANSPORT, LTD.CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’EQUITY(Unaudited) MARTEN TRANSPORT, LTD.CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS(Unaudited) MARTEN TRANSPORT, LTD.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTSTHREE MONTHS ENDED MARCH 31, 2026(Unaudited) (1) Consolidated Condensed Financial Statements The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S.generally accepted accounting principles for interim financial statements, and therefore, do not include all information anddisclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion ofmanagement, such statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairlypresent our consolidated financial condition, results of operations and cash flows for the interim periods presented. The results ofoperations for any interim period do not necessarily indicate the results for the full year. The unaudited interim consolidatedcondensed financial statements should be read with reference to the consolidated financial statements and notes to consolidatedfinancial statements in our 2025 Annual Report on Form 10-K. (2) Earnings per Common Share Basic and diluted earnings per common share were computed as follows: Options totaling 572,100 and 605,371 equivalent shares were outstanding but were not included in the calculation ofdiluted earnings per share for the three-month periods ended March 31, 2026 and March 31, 2025, respectively, because includingthe options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exerciseprices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensationexpense in the calculation would cause the options to be antidilutive. Unvested performance awards totaling 108,512 and 114,276 equivalent shares for the three-month periods ended March31, 2026 and March 31, 2025, respectively, were considered outstanding but were not included in the calculation of dilutedearnings per share because inclusion of average unrecognized compensation expense in the calculation would cause theperformance awards to be antidilutive. (3) Long-Term Debt In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with anaggregate principal amount of $