Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In support of Marten Transport, Ltd.'s (the "Company's") cost reduction initiatives to mitigate the considerable duration and depth of the freight market recession's impact on our operations with its oversupply, weak demand and inflationary operating costs, the Company's Compensation Committee approved management's recommendation to temporarily reduce named executive officer base salaries effective September 9, 2024. The base salaries of Randolph L. Marten, Timothy M. Kohl, James J. Hinnendael and Douglas P. Petit were each reduced by 7.5%, while the base salaries of Adam D. Phillips and Randall J. Baier were each reduced by 5.0%. The last change to each executive officer's base salary was in May 2023, or later in 2023 in connection with appointment to an executive officer. The temporary reduction in base salaries will not affect any other items of compensation.

This Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include a discussion of the potential duration of the salary reductions. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.