Revenue Performance - Operating revenue decreased by $59.7 million, or 8.1%, in the first nine months of 2025 compared to the same period in 2024[62] - Truckload segment revenue, net of fuel surcharges, decreased by 4.1% primarily due to a decrease in average fleet size, despite an increase in average revenue per tractor[62] - Dedicated segment revenue, net of fuel surcharges, decreased by 10.7% from the first nine months of 2024, also due to a decrease in average fleet size[62] - Intermodal segment revenue, net of fuel surcharges, decreased by 24.8% from the first nine months of 2024, attributed to decreases in both the number of loads and revenue per load[62] - Operating revenue decreased by $16.9 million, or 7.1%, to $220.5 million in the 2025 period from $237.4 million in the 2024 period[69] - Truckload segment revenue decreased by $3.6 million, or 3.3%, to $104.8 million in the 2025 period from $108.4 million in the 2024 period[70] - Dedicated segment revenue decreased by $8.0 million, or 10.7%, to $67.0 million in the 2025 period from $75.0 million in the 2024 period[71] - Intermodal segment revenue decreased by $4.7 million, or 32.1%, to $9.9 million in the 2025 period from $14.5 million in the 2024 period[72] - Total operating revenue decreased by $59.7 million, or 8.1%, to $673.5 million in the 2025 period from $733.3 million in the 2024 period[87] - Truckload segment revenue decreased $16.8 million, or 5.1%, to $315.7 million in the 2025 period from $332.5 million in the 2024 period[88] - Dedicated segment revenue decreased $30.2 million, or 12.5%, to $212.5 million in the 2025 period from $242.7 million in the 2024 period[89] - Intermodal segment revenue decreased $11.9 million, or 26.1%, to $33.7 million in the 2025 period from $45.5 million in the 2024 period[90] - Brokerage segment revenue decreased $828,000, or 0.7%, to $111.7 million in the 2025 period from $112.5 million in the 2024 period[91] Income and Profitability - Operating income declined by 30.8% to $18.3 million in the first nine months of 2025 from $26.5 million in the same period of 2024[64] - Net income decreased by 35.4% to $13.7 million, or $0.17 per diluted share, in the first nine months of 2025 compared to $21.3 million, or $0.26 per diluted share, in the first nine months of 2024[64] - Total operating income decreased by $1.5 million, or 35.9%, to $2.7 million in the 2025 period from $4.3 million in the 2024 period[75] - Net income decreased by $1.5 million, or 40.7%, to $2.2 million in the 2025 period from $3.7 million in the 2024 period[75] - Operating income declined 35.9% to $2.7 million in the 2025 period from $4.3 million in the 2024 period[83] - Net income decreased 40.7% to $2.2 million, or $0.03 per diluted share, in the 2025 period from $3.8 million, or $0.05 per diluted share, in the 2024 period[86] Cash Flow and Capital Expenditures - Cash and cash equivalents increased by $37.2 million in the first nine months of 2025, with $54.5 million in cash and cash equivalents at September 30, 2025[65] - Capital expenditures for the remainder of 2025 are estimated to be approximately $28 million[65] - Net cash flows provided by operating activities were $87.9 million in the first nine months of 2025, down from $111.0 million in the same period of 2024[105] - Capital expenditures for the remainder of 2025 are estimated to be approximately $28 million, including commitments to purchase $32.9 million of new revenue equipment[106] Operating Ratios and Expenses - Operating ratio for Truckload increased to 101.9% in the 2025 period from 100.1% in the 2024 period[70] - Operating ratio for Dedicated improved to 94.9% in the 2025 period from 95.9% in the 2024 period[71] - Operating expenses decreased by $51.6 million, or 7.3%, in the 2025 period compared to the 2024 period[92] - Fuel and fuel taxes decreased by $2.3 million, or 6.3%, in the 2025 period from the 2024 period[78] - Fuel and fuel taxes decreased by $14.9 million, or 13.1%, in the 2025 period from the 2024 period[94] - The operating ratio for the Truckload segment was 100.0% in 2025, compared to 99.6% in 2024[98] Tax and Compliance - The effective income tax rate increased to 28.9% in 2025 from 27.2% in 2024[99] - The company was in compliance with all covenants of its credit agreement as of September 30, 2025[108] Shareholder Returns - The company has not repurchased any shares since the second quarter of 2022, with future repurchases of up to $33.2 million available[104] - The company expects to continue paying quarterly cash dividends of $0.06 per share, totaling $14.7 million in each of the first three quarters of 2025 and 2024[106] Equipment Disposition - Gain on disposition of revenue equipment increased to $1.9 million in the 2025 period from $881,000 in the 2024 period[82] - Gain on disposition of revenue equipment increased to $8.8 million in the 2025 period from $4.6 million in the 2024 period[97] Revenue per Tractor - Average revenue per tractor per week for the Truckload segment was $4,178 in the first nine months of 2025, compared to $4,090 in the same period of 2024[68] - Average revenue per tractor per week for the Dedicated segment increased to $3,811 in the first nine months of 2025 from $3,744 in the same period of 2024[68] Fuel Cost Impact - A 5% increase in the average cost of diesel fuel would have increased fuel expenses by $4.8 million in the first nine months of 2025[113]

Core Insights - Marten Transport's Truckload segment experienced a negative operating ratio for the third time in five quarters, contributing less than 48% to the company's earnings in Q3 [1][3] - The company reported a decline in average revenue per tractor and total miles, indicating weaker performance in the Truckload segment [3] - Improvements in the Dedicated segment helped maintain overall profitability, with a better operating ratio compared to the previous year [4] Financial Performance - Marten's net income fell by 40.7% to $2.226 million in Q3, with a year-to-date decline of 13.4% to $13.74 million [7] - The overall operating ratio net of fuel for the quarter was 98.6%, slightly worse than 97.9% a year ago [7] Segment Analysis - The Truckload segment's operating ratio net of fuel was the worst in five quarters, with figures of 100.2%, 98%, 100.3%, 97.5%, and 102.2% over the last five quarters [2][3] - The Dedicated segment recorded an operating ratio of 94%, an improvement from 95.1% a year earlier, despite a drop in total miles [4] - Marten's intermodal division was sold to Hub Group, with the segment's operating ratio improving from 112.5% to 103.5% year-over-year [5][6] Revenue Insights - The intermodal segment generated $9.85 million in revenue for Q3, accounting for about 4% of total revenue [6] - The brokerage division's operating ratio weakened to 95.9%, with an 8.3% decrease in the number of loads handled [6]

分组1 - Marten Transport reported quarterly earnings of $0.03 per share, missing the Zacks Consensus Estimate of $0.04 per share, and down from $0.05 per share a year ago, representing an earnings surprise of -25.00% [1] - The company posted revenues of $220.47 million for the quarter ended September 2025, missing the Zacks Consensus Estimate by 2.88%, and down from $237.37 million year-over-year [2] - Marten Transport shares have declined approximately 31.1% since the beginning of the year, contrasting with the S&P 500's gain of 13.9% [3] 分组2 - The current consensus EPS estimate for the upcoming quarter is $0.06 on revenues of $216 million, and for the current fiscal year, it is $0.25 on revenues of $896 million [7] - The Zacks Industry Rank for Transportation - Truck is currently in the bottom 7% of over 250 Zacks industries, indicating potential underperformance compared to higher-ranked industries [8] 分组3 - The estimate revisions trend for Marten Transport was unfavorable ahead of the earnings release, resulting in a Zacks Rank 4 (Sell) for the stock, suggesting expected underperformance in the near future [6] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Financial Performance - Net income for Q3 2025 was $2.2 million, or $0.03 per diluted share, down from $3.8 million, or $0.05 per diluted share in Q3 2024[2][15] - Operating revenue for Q3 2025 was $220.5 million, a decrease from $237.4 million in Q3 2024; excluding fuel surcharges, it was $194.0 million compared to $207.9 million[3][15] - Operating income for Q3 2025 was $2.7 million, down from $4.3 million in Q3 2024[5][15] - For the first nine months of 2025, net income was $13.7 million, or $0.17 per diluted share, compared to $21.3 million, or $0.26 per diluted share in the same period of 2024[2][15] - Operating revenue for the first nine months of 2025 was $673.5 million, down from $733.3 million in 2024; excluding fuel surcharges, it was $593.5 million compared to $637.1 million[4][15] - Total operating revenue declined by 7.1% to $220,470,000 from $237,366,000 year-over-year[17] - Total operating revenue for the nine months ended September 30, 2025, was $673,544,000, down 8.1% from $733,276,000 in 2024[19] Operating Expenses - Operating expenses as a percentage of operating revenue increased to 98.8% in Q3 2025 from 98.2% in Q3 2024[6][15] - Operating expenses for the first nine months of 2025 were 97.3% of operating revenue, compared to 96.4% in 2024[7][15] - The consolidated operating ratio increased to 98.8% from the previous period[19] - The consolidated operating ratio, net of fuel surcharges, was 96.9% compared to 95.8% in the previous period[19] Revenue Breakdown - Truckload revenue, net of fuel surcharge revenue decreased by 3.4% to $90,138,000 compared to $93,278,000 in the previous period[17] - Total Dedicated revenue, net of fuel surcharge revenue fell by 10.7% to $67,010,000 compared to $75,021,000[17] - Intermodal revenue, net of fuel surcharge revenue decreased significantly by 31.9% to $8,369,000 from $12,289,000[17] - Truckload segment revenue for the three months ended September 30, 2025, was $104,829,000, a decrease of 2.2% compared to $108,424,000 in 2024[21] - Dedicated segment revenue for the three months ended September 30, 2025, was $67,010,000, down 10.7% from $75,021,000 in 2024[21] - Intermodal segment revenue for the three months ended September 30, 2025, was $9,851,000, a decline of 32.1% compared to $14,509,000 in 2024[21] - Brokerage segment revenue for the three months ended September 30, 2025, was $38,780,000, slightly down from $39,412,000 in 2024, representing a decrease of 1.6%[21] Cash Flow and Investments - Net cash provided by operating activities for the three months ended September 30, 2025, was $18,538,000, a decrease of 37.1% from $29,478,000 in 2024[21] - Net cash used for investing activities for the three months ended September 30, 2025, was $5,786,000, compared to a net cash used of $59,222,000 in 2024[21] Strategic Actions - The company sold intermodal business assets to Hub Group, Inc. for $51.8 million in cash, effective September 30, 2025[8] - The company maintains a debt-free balance sheet, allowing for continued investment in technology and fleet modernization[8] - The company expects future growth opportunities due to recent immigration enforcement efforts impacting the freight market[10][8] Operational Metrics - Average revenue per tractor per week in the Truckload segment for the three months ended September 30, 2025, was $4,129, a decrease from $4,187 in 2024[21] - Total miles driven in the Truckload segment for the three months ended September 30, 2025, was 38,081,000, down from 39,288,000 in 2024[21] - Average tractors in the Dedicated segment for the three months ended September 30, 2025, was 1,142, a decrease from 1,296 in 2024[21] - Total tractors as of September 30, 2025, was 2,823, down from 3,080 in 2024[21] - Operating income for the Truckload segment fell by 97.1% to $42,000 from $1,462,000[19]

MARTEN TRANSPORT, LTD. S I N C E 1 9 4 6 Q 3 2 0 2 5 MARTEN TRANSPORT INTERNATIONAL TRANSPORTATION LEADER SINCE 1946 Marten Transport is a multifaceted business offering a network of refrigerated and dry truck-based transportation and distribution capabilities across the company's six distinct business platforms DRY TRUCKLOAD DRY TRUCKLOAD DEDICATED DEDICATED INTERMODAL* INTERMODAL* BROKERAGE BROKERAGE MRTN DE MEXICO MRTN DE MEXICO REFRIGERATED TRUCKLOAD REFRIGERATED TRUCKLOAD *We closed on the previously a ...

Group 1 - Marten Transport, Ltd. has completed the sale of its intermodal business assets to Hub Group, Inc. for $51.8 million in cash, effective September 30, 2025 [1] - The transaction includes the sale of over 1,200 refrigerated containers and related contracts [1] - Marten Transport is a leading temperature-sensitive truckload carrier in the U.S., focusing on transporting food, beverages, and consumer packaged goods that require temperature control [2] Group 2 - The company operates in the U.S., Mexico, and Canada, emphasizing expedited services for high-volume customers [2] - Marten Transport's common stock is traded on the Nasdaq Global Select Market under the symbol MRTN [2]

Core Viewpoint - Marten Transport, Ltd. announces the retirement of CEO Timothy Kohl effective September 30, 2025, with Randolph Marten taking over as CEO and Chairman of the Board on October 1, 2025 [1][2]. Company Leadership - Timothy Kohl has been with the company since 2007, serving as CEO and previously as President, leading the company through significant growth and transformation [2]. - Randolph Marten has a long history with the company, having been a full-time employee since 1974 and serving in various leadership roles, including CEO from January 2005 to May 2021 [2]. Company Overview - Marten Transport is headquartered in Mondovi, Wisconsin, and operates a multifaceted business model that includes temperature-sensitive and dry truck-based transportation across six distinct business platforms [3]. - The company is recognized as one of the leading temperature-sensitive truckload carriers in the United States, specializing in the transportation of food, beverages, and consumer packaged goods that require temperature control [3]. - Marten Transport provides services in the United States, Mexico, and Canada, focusing on expedited movements for high-volume customers [3].

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) This section presents unaudited financial statements showing decreased revenue and net income amid a strong liquidity position [Consolidated Condensed Balance Sheets](index=3&type=section&id=CONSOLIDATED%20CONDENSED%20BALANCE%20SHEETS) Key Balance Sheet Items (in thousands) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $35,052 | $17,267 | | Total current assets | $155,813 | $138,511 | | Net property and equipment | $834,268 | $828,613 | | Total assets | $991,816 | $968,757 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | $116,685 | $93,519 | | Total liabilities | $221,100 | $200,835 | | Total stockholders' equity | $770,716 | $767,922 | | Total liabilities and stockholders' equity | $991,816 | $968,757 | - Cash and cash equivalents increased by **$17.785 million** from December 31, 2024, to June 30, 2025[7](index=7&type=chunk) - Total assets increased by **$23.059 million**, and total liabilities increased by **$20.265 million** from December 31, 2024, to June 30, 2025[7](index=7&type=chunk) [Consolidated Condensed Statements of Operations](index=4&type=section&id=CONSOLIDATED%20CONDENSED%20STATEMENTS%20OF%20OPERATIONS) Key Operating Results (in thousands, except per share data) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Operating revenue | $229,922 | $246,238 | $453,074 | $495,910 | | Operating income | $9,734 | $9,974 | $15,593 | $22,224 | | Net income | $7,186 | $7,889 | $11,521 | $17,535 | | Basic earnings per common share | $0.09 | $0.10 | $0.14 | $0.22 | | Diluted earnings per common share | $0.09 | $0.10 | $0.14 | $0.22 | | Dividends declared per common share | $0.06 | $0.06 | $0.12 | $0.12 | - Operating revenue decreased by **6.6%** for the three months and **8.6%** for the six months ended June 30, 2025, compared to the same periods in 2024[9](index=9&type=chunk) - Net income decreased by **8.9%** for the three months and **34.3%** for the six months ended June 30, 2025, compared to the same periods in 2024[9](index=9&type=chunk) [Consolidated Condensed Statements of Stockholders' Equity](index=5&type=section&id=CONSOLIDATED%20CONDENSED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY) Changes in Stockholders' Equity (in thousands) | Metric (in thousands) | Balance at Dec 31, 2024 | Balance at June 30, 2025 | | :--- | :--- | :--- | | Common Stock Shares | 81,464 | 81,520 | | Common Stock Amount | $815 | $815 | | Additional Paid-In Capital | $52,941 | $53,994 | | Retained Earnings | $714,166 | $715,907 | | Total Stockholders' Equity | $767,922 | $770,716 | - Total stockholders' equity increased by **$2.794 million** from December 31, 2024, to June 30, 2025, primarily due to net income partially offset by dividends[10](index=10&type=chunk) - Dividends on common stock of **$0.06 per share** were paid in each of the first two quarters of 2025 and 2024, totaling $4.891 million and $4.889 million respectively for the second quarter[10](index=10&type=chunk)[12](index=12&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) Summary of Cash Flows (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $69,368 | $81,543 | | Net cash used for investing activities | $(41,528) | $(48,025) | | Net cash used for financing activities | $(10,055) | $(9,532) | | Net change in cash and cash equivalents | $17,785 | $23,986 | | Cash and cash equivalents, End of period | $35,052 | $77,199 | - Net cash provided by operating activities decreased by **$12.175 million (14.9%)** in the first six months of 2025 compared to 2024[15](index=15&type=chunk) - Cash used for investing activities decreased by **$6.497 million (13.5%)** in the first six months of 2025, primarily due to lower revenue equipment additions[15](index=15&type=chunk) [Notes to Consolidated Condensed Financial Statements](index=8&type=section&id=NOTES%20TO%20CONSOLIDATED%20CONDENSED%20FINANCIAL%20STATEMENTS) [(1) Consolidated Condensed Financial Statements](index=8&type=section&id=%281%29%20Consolidated%20Condensed%20Financial%20Statements) - The unaudited consolidated condensed financial statements are prepared in accordance with **U.S. GAAP** for interim financial statements and include normal recurring adjustments[16](index=16&type=chunk) - Interim results do not necessarily indicate full-year results and should be read with reference to the **2024 Annual Report on Form 10-K**[16](index=16&type=chunk) [(2) Earnings per Common Share](index=8&type=section&id=%282%29%20Earnings%20per%20Common%20Share) Earnings Per Share Calculation (in thousands, except per share) | Metric (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $7,186 | $7,889 | $11,521 | $17,535 | | Basic earnings per common share | $0.09 | $0.10 | $0.14 | $0.22 | | Diluted earnings per common share | $0.09 | $0.10 | $0.14 | $0.22 | | Basic weighted-average shares | 81,510 | 81,381 | 81,502 | 81,365 | | Diluted weighted-average shares | 81,517 | 81,446 | 81,512 | 81,442 | - Certain stock options and unvested performance unit awards were excluded from diluted EPS calculation as their inclusion would be **antidilutive**[17](index=17&type=chunk)[18](index=18&type=chunk) [(3) Long-Term Debt](index=8&type=section&id=%283%29%20Long-Term%20Debt) - The company has an unsecured committed credit facility of **$30.0 million** maturing in August 2027, with no outstanding principal balance at June 30, 2025, or December 31, 2024[19](index=19&type=chunk) - As of June 30, 2025, outstanding standby letters of credit totaled **$22.4 million**, with **$7.6 million** remaining borrowing availability[19](index=19&type=chunk) - The credit agreement includes restrictive covenants, such as a **$150 million limit** on stock redemptions and dividends per fiscal year, with which the company was in compliance[20](index=20&type=chunk) [(4) Related Party Transactions](index=9&type=section&id=%284%29%20Related%20Party%20Transactions) - The company purchased **$13,000** in tires and related services from Bauer Built, Inc (BBI) in the first six months of 2025, where a company director is chairman and CEO[21](index=21&type=chunk) - An additional **$613,000** was paid to tire manufacturers for BBI-provided tires in the first six months of 2025, for which BBI received commissions[21](index=21&type=chunk) - **No transactions** occurred with Durand Builders Service, Inc in the first six months of 2025, compared to $7,000 paid in 2024, where another company director is CEO and principal stockholder[22](index=22&type=chunk) [(5) Share Repurchase Program](index=9&type=section&id=%285%29%20Share%20Repurchase%20Program) - The Board of Directors approved an increase in the share repurchase program to **$50.0 million** (approximately 3.1 million shares) on May 3, 2022[23](index=23&type=chunk) - **No shares were repurchased** in the first six months of 2025, 2024, 2023, or the third and fourth quarters of 2022[24](index=24&type=chunk) - As of June 30, 2025, **$33.2 million** (approximately 2.2 million shares) remained available for future repurchases[24](index=24&type=chunk) [(6) Dividends](index=9&type=section&id=%286%29%20Dividends) - Quarterly cash dividends of **$0.06 per share** of common stock were paid in the first two quarters of 2025 and 2024, totaling **$9.8 million** in each period[25](index=25&type=chunk) [(7) Accounting for Share-based Payment Arrangement Compensation](index=9&type=section&id=%287%29%20Accounting%20for%20Share-based%20Payment%20Arrangement%20Compensation) - Pre-tax compensation expense for stock options and performance unit awards was **$1.3 million** in the first six months of 2025, down from $1.4 million in 2024[26](index=26&type=chunk) - **No significant changes** to the structure of stock-based award plans occurred in the first six months of 2025[26](index=26&type=chunk) [(8) Fair Value of Financial Instruments](index=9&type=section&id=%288%29%20Fair%20Value%20of%20Financial%20Instruments) - The carrying amounts of cash equivalents, accounts receivable, and accounts payable **approximate fair value** due to their short maturity[27](index=27&type=chunk) [(9) Commitments and Contingencies](index=9&type=section&id=%289%29%20Commitments%20and%20Contingencies) - The company is committed to new revenue equipment purchases of **$64.3 million** for the remainder of 2025 and has operating lease obligations totaling **$698,000** through 2028[28](index=28&type=chunk) - The company self-insures for various claims, with increased responsibility for auto liability claims: **$3.0 million per claim** for the policy year effective June 1, 2025, up from $2.0 million in 2024 and $1.0 million in 2023[30](index=30&type=chunk) - Management believes the resolution of open claims and pending litigation is **not likely to have a materially adverse effect** on financial statements, considering existing reserves[32](index=32&type=chunk) [(10) Revenue and Business Segments](index=11&type=section&id=%2810%29%20Revenue%20and%20Business%20Segments) - Marten Transport operates four reporting segments: **Truckload, Dedicated, Intermodal, and Brokerage**, offering temperature-sensitive and dry truck-based transportation[33](index=33&type=chunk)[34](index=34&type=chunk) Segment Revenue (in thousands) | Segment (in thousands) | Three Months Ended June 30, 2025 Revenue | Three Months Ended June 30, 2024 Revenue | Six Months Ended June 30, 2025 Revenue | Six Months Ended June 30, 2024 Revenue | | :--- | :--- | :--- | :--- | :--- | | Total Truckload revenue | $106,486 | $112,523 | $210,877 | $224,074 | | Total Dedicated revenue | $71,874 | $81,266 | $145,499 | $167,726 | | Total Intermodal revenue | $11,703 | $15,064 | $23,820 | $31,036 | | Brokerage revenue | $39,859 | $37,385 | $72,878 | $73,074 | | Total operating revenue | $229,922 | $246,238 | $453,074 | $495,910 | Segment Operating Income/(Loss) (in thousands) | Segment (in thousands) | Three Months Ended June 30, 2025 Operating Income/(Loss) | Three Months Ended June 30, 2024 Operating Income/(Loss) | Six Months Ended June 30, 2025 Operating Income/(Loss) | Six Months Ended June 30, 2024 Operating Income/(Loss) | | :--- | :--- | :--- | :--- | :--- | | Truckload | $2,344 | $1,115 | $2,044 | $1,604 | | Dedicated | $5,429 | $6,650 | $10,283 | $15,908 | | Intermodal | $(735) | $(684) | $(1,590) | $(878) | | Brokerage | $2,696 | $2,893 | $4,856 | $5,590 | | Total operating income | $9,734 | $9,974 | $15,593 | $22,224 | [(11) Use of Estimates](index=15&type=section&id=%2811%29%20Use%20of%20Estimates) - Preparation of financial statements requires estimates and assumptions, primarily related to **insurance and claims accruals and depreciation**, which may differ from ultimate results[51](index=51&type=chunk) [(12) Sale of Intermodal Business Assets Subsequent Event](index=16&type=section&id=%2812%29%20Sale%20of%20Intermodal%20Business%20Assets%20Subsequent%20Event) - On July 22, 2025, Marten Transport announced an agreement to sell its Intermodal business assets, including over 1,200 refrigerated containers and associated customer contracts, to Hub Group, Inc for **$51.8 million in cash**[52](index=52&type=chunk) - The transaction is expected to close by the end of the third quarter of 2025 and is **not anticipated to have a material impact** on the company's results of operations[52](index=52&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This analysis highlights decreased revenue and income due to a soft freight market despite the company maintaining strong liquidity [Overview](index=16&type=section&id=Overview) - Marten Transport has transitioned from a refrigerated long-haul carrier to a multifaceted business offering time and temperature-sensitive and dry truck-based transportation across six platforms, reported in four segments: **Truckload, Dedicated, Intermodal, and Brokerage**[54](index=54&type=chunk) - Operating revenue decreased by **$42.8 million (8.6%)** in the first six months of 2025 compared to 2024, with Truckload, Dedicated, and Intermodal segments experiencing declines, while Brokerage revenue saw a slight decrease[62](index=62&type=chunk) - Operating income declined **29.8% to $15.6 million**, and net income declined **34.3% to $11.5 million** in the first six months of 2025, primarily due to a softened freight market[64](index=64&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) [Comparison of Three Months Ended June 30, 2025 to Three Months Ended June 30, 2024](index=19&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030%2C%202025%20to%20Three%20Months%20Ended%20June%2030%2C%202024) Q2 2025 vs Q2 2024 Performance (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Dollar Change | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Total operating revenue | $229,922 | $246,238 | $(16,316) | (6.6)% | | Total operating income | $9,734 | $9,974 | $(240) | (2.4)% | | Net income | $7,186 | $7,889 | $(703) | (8.9)% | | Consolidated operating ratio | 95.8% | 95.9% | | | | Consolidated operating ratio, net of fuel surcharges | 95.2% | 95.3% | | | - Truckload operating income increased by **110.2% to $2.344 million**, while Dedicated operating income decreased by **18.4% to $5.429 million**[70](index=70&type=chunk) - Salaries, wages and benefits decreased by **$7.9 million (9.2%)**, primarily due to reductions in company driver compensation and lower self-insured medical claims[77](index=77&type=chunk) - Insurance and claims expense increased by **$3.3 million (26.2%)** due to higher self-insured auto liability claim costs and insurance premiums[83](index=83&type=chunk) [Comparison of Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024](index=23&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030%2C%202025%20to%20Six%20Months%20Ended%20June%2030%2C%202024) H1 2025 vs H1 2024 Performance (in thousands) | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Dollar Change | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Total operating revenue | $453,074 | $495,910 | $(42,836) | (8.6)% | | Total operating income | $15,593 | $22,224 | $(6,631) | (29.8)% | | Net income | $11,521 | $17,535 | $(6,014) | (34.3)% | | Consolidated operating ratio | 96.6% | 95.5% | | | | Consolidated operating ratio, net of fuel surcharges | 96.1% | 94.8% | | | - Dedicated segment operating income decreased by **35.4% to $10.283 million**, and Intermodal operating loss increased by **81.1% to $(1.590) million**[88](index=88&type=chunk) - Salaries, wages and benefits decreased by **$17.9 million (10.2%)**, driven by reductions in company driver and non-driver compensation, and lower self-insured medical claims[95](index=95&type=chunk) - Insurance and claims increased by **$5.0 million (20.7%)** due to higher self-insured auto liability claim costs and insurance premiums, partially offset by lower physical damage and workers' compensation claims[99](index=99&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Cash Flow Summary (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash flows provided by operating activities | $69,368 | $81,543 | | Net cash flows used for investing activities | $(41,528) | $(48,025) | | Net cash flows used for financing activities | $(10,055) | $(9,532) | - In the first six months of 2025, operating cash flows of **$69.4 million** were primarily used for new revenue equipment purchases ($38.8 million net), cash dividends ($9.8 million), and other asset purchases ($2.7 million), resulting in a **$17.8 million increase in cash**[108](index=108&type=chunk) - The company estimates capital expenditures, net of dispositions, will be approximately **$65 million** for the remainder of 2025, including **$64.3 million** in new revenue equipment commitments[109](index=109&type=chunk) - Marten Transport believes its liquidity sources, including anticipated cash flows, existing cash, and borrowing availability, are **adequate to meet needs** for at least the next twelve months, with no significant liquidity constraints foreseen[109](index=109&type=chunk) [Seasonality](index=28&type=section&id=Seasonality) - Tractor productivity generally **decreases during winter** due to inclement weather and reduced shipper volumes[114](index=114&type=chunk) - Operating expenses typically **increase in harsh weather** due to higher accident frequency, increased claims, lower fuel efficiency, and more equipment repairs[114](index=114&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) - There have been **no material changes** in critical accounting estimates since the Annual Report on Form 10-K for the year ended December 31, 2024[115](index=115&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk.) This section details market risk exposure, primarily from diesel fuel price fluctuations, and mitigation strategies via fuel surcharges - The company's primary market risk is the **price and availability of diesel fuel**, which can significantly impact operating results[116](index=116&type=chunk) - A **5% increase** in the average cost of diesel fuel would have increased fuel expense by **$3.2 million** in the first six months of 2025 (compared to $3.8 million in 2024)[116](index=116&type=chunk) - **Fuel surcharge programs** with customers help recover a substantial portion of higher fuel costs, though they are not fully effective for non-revenue miles or idling[117](index=117&type=chunk) - The company employs strategies like volume purchasing, optimizing driver fuel purchases, shorter lengths of haul, and auxiliary power units to **control fuel usage and costs**[117](index=117&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management confirms the effectiveness of disclosure controls and procedures with no material changes to internal controls during the period - Disclosure controls and procedures were evaluated and deemed **effective** as of June 30, 2025[119](index=119&type=chunk) - **No material changes** in internal control over financial reporting occurred during the period covered by the report[119](index=119&type=chunk) PART II. OTHER INFORMATION [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors.) This section updates risk factors, focusing on economic conditions, trade tariffs, and geopolitical instability - The business is subject to general economic and business factors beyond its control, such as **excess capacity** in the trucking industry, economic cycles, and fluctuations in interest rates and fuel prices[121](index=121&type=chunk) - New and increased **tariff rates** on imported goods, and potential retaliatory trade policies, may decrease shipping volumes, increase equipment costs, and impact the ability to recover fuel price increases, adversely affecting revenue and operations[122](index=122&type=chunk) - Actual or threatened **armed conflicts, terrorist attacks**, and related events could have unpredictable adverse effects on the economy, consumer confidence, and future operating results[123](index=123&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - **No directors or officers** adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[124](index=124&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits.) This section lists filed exhibits, including incentive plans, executive compensation details, and Sarbanes-Oxley certifications - Exhibits include the Marten Transport, Ltd **2025 Equity Incentive Plan** and related agreements, as well as Named Executive Officer Compensation[126](index=126&type=chunk) - Certifications pursuant to **Section 302 and Section 906 of the Sarbanes-Oxley Act** of 2002 by the CEO and CFO are filed with the report[126](index=126&type=chunk) - Financial information for the period ended June 30, 2025, is filed in **iXBRL format**[126](index=126&type=chunk) [SIGNATURES](index=31&type=section&id=SIGNATURES) The report is duly authorized by the CEO and CFO on behalf of Marten Transport, Ltd as of August 8, 2025 - The report was signed by **Timothy M. Kohl, Chief Executive Officer**, and **James J. Hinnendael, Executive Vice President and Chief Financial Officer**, on August 8, 2025[130](index=130&type=chunk)

Core Viewpoint - Marten Transport, Ltd. has entered into an agreement to sell its intermodal business assets to Hub Group, Inc. for $51.8 million in cash, reflecting a strategic focus on core operations and growth opportunities [1][2][3]. Company Overview - Marten Transport is a leading temperature-sensitive truckload carrier in the United States, specializing in transporting food, beverages, and consumer packaged goods that require temperature control [5]. - The company operates across the United States, Mexico, and Canada, focusing on expedited movements for high-volume customers [5]. Transaction Details - The transaction involves the sale of over 1,200 refrigerated containers and related contracts, expected to close by the end of the third quarter, subject to customary closing conditions [2]. - Legal counsel for the transaction is provided by Fox Rothschild LLP [4]. Strategic Focus - Executive Chairman Randolph L. Marten emphasized that the transaction aligns with the company's integrated business strategy, allowing for investment in core operations and capitalizing on profitable organic growth opportunities [3].

Core Viewpoint - Hub Group, Inc. has announced the acquisition of Marten Transport's intermodal assets, significantly enhancing its temperature-controlled intermodal service capabilities and scale [3][5]. Transaction Highlights - The acquisition involves an asset purchase of intermodal equipment and contracts for $51.8 million in cash, expected to close by the end of Q3 2025, subject to customary closing conditions [5]. - The deal includes approximately 1,200 refrigerated containers, positioning Hub Group as the second largest provider of temperature-controlled intermodal solutions in North America [9]. - Marten Intermodal generated $51.5 million in revenue over the trailing twelve months ending June 30, 2025 [9]. Strategic Implications - The acquisition is expected to double Hub Group's temperature-controlled container fleet and leverage its existing intermodal network to serve Marten Intermodal's customers [5]. - The transaction aligns with Hub Group's long-term investment strategy, aiming to expand margins and maintain capital flexibility [5]. - The deal is anticipated to be immediately accretive to Hub Group's fourth quarter 2025 EPS and also accretive to 2026 EPS, contributing positively to long-term returns on invested capital [9]. Operational Synergies - The acquisition is expected to create operational synergies through increased scale and network density [9]. - There are cross-sell opportunities with additional refrigerated customers across various business lines [9].