Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2021, Marten Transport, Ltd. ("Marten") entered into an Eleventh Amendment to Credit Agreement (the "Amendment") with U.S. Bank National Association, as agent (the "Agent"), and certain lenders party thereto (collectively, the "Lenders"). The Amendment amends that certain Credit Agreement, dated as of August 31, 2006, entered into by and among Marten, the Agent, and the Lenders (the "Original Agreement"), as modified by amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012, December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018, August 13, 2019 and November 18, 2020 (collectively, the "Prior Amendments" and, together with the Original Agreement, the "Current Credit Agreement"). Marten previously filed copies of the Original Agreement and the Prior Amendments with the Securities and Exchange Commission.

The Amendment waives the limitations of certain restrictive payments under the Current Credit Agreement through December 31, 2021 to allow for stock redemptions and dividends in excess of 25% of Marten's total consolidated net income for its most recent prior fiscal year in a total amount of up to $80,000,000. The obligations arising under the revolving credit facility continue to be guaranteed by each of Marten's existing subsidiaries.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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.

Item 8.01 Other Events.

On August 17, 2021, Marten issued a press release announcing that its board of directors had declared a special cash dividend of $0.50 per share of common stock and a regular quarterly cash dividend of $0.04 per share of common stock. The dividends will be payable on October 4, 2021 to stockholders of record at the close of business on September 20, 2021.

Attached hereto as Exhibit 99.1 is a copy of Marten's press release dated August 17, 2021 announcing the special dividend and regular quarterly dividend.


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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(c) Shell Company Transactions.





Not Applicable.

  (d) Exhibits.



   Exhibit No.    Description

      10.1          Eleventh Amendment to Credit Agreement, dated as of August
                  17, 2021, by and among Marten Transport, Ltd., as borrower,
                  the banks party thereto as lenders, and U.S. Bank National
                  Association, as agent for the lenders (included herewith).

      99.1          Press Release dated August 17, 2021 (included herewith).

       104        Cover Page Interactive Data File (embedded within the Inline
                  XBRL document).



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