Every material Form 8-K Hub Group has filed with the SEC since May 08, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On October 1, 2026, holders of a majority of Hub Group's voting power, including Yeager family trusts, acted by written consent to remove three directors, appoint four new directors, and adopt Second Amended and Restated Bylaws. Three other directors resigned the same day, and the company says David P. Yeager remains Chairman and CEO. The changes come while Hub Group works to complete a restatement and file delayed periodic reports and faces a Nasdaq delisting process with a hearing set for October 27, 2026.
Michael Flannery, Peter McNitt, and Gary Yablon were removed as directors without cause, effective October 1, 2026.
Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White were appointed as directors, effective October 1, 2026.
Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the Board, effective October 1, 2026.
Nasdaq issued a Staff Delisting Determination on September 16, 2026; the company has appealed, and the Nasdaq Hearings Panel hearing is scheduled for October 27, 2026, with the delisting stayed pending the outcome.
Hub Group said Nasdaq issued a Staff Delisting Determination on September 16, 2026, because the company has not filed its 2025 Form 10-K or its Forms 10-Q for the quarters ended March 31 and June 30, 2026. The company intends to appeal to a Nasdaq Hearings Panel and to seek an extended stay, but the filing says there is no assurance the stay will be granted, and the determination could lead to trading suspension.
Nasdaq issued the Staff Determination on September 16, 2026, after the filing deadline of September 14, 2026, the last day of a 180-day extension.
The determination has no immediate effect on trading, but a hearing request must be made by September 23, 2026.
A hearing request automatically stays suspension for 15 days; if the Hearings Panel does not grant a further stay, Class A common stock would be suspended at the end of that period.
Hearings are typically scheduled about 30 to 45 days after the hearing request.
Hub Group filed preliminary, unaudited first and second quarter 2026 results and said it expects an operating loss for the first half of 2026 before one-time charges, while revenue is expected to be $1.70 billion to $1.80 billion. The company also said it expects to receive a Nasdaq Staff Delisting Determination, and it plans to request a hearing, because its restated financial statements and delayed 10-K and 10-Q filings are not yet complete, which matters to shareholders because the outcome could affect whether the Class A stock keeps trading on Nasdaq.
Company expects an operating loss for the first half of 2026 before one-time charges; it did not provide an operating income or loss range.
Full-year 2026 consolidated operating revenue is estimated at $3.6 billion to $3.8 billion.
Nasdaq exception to file delayed reports ran through September 14, 2026; the company expects to complete the filings in the fourth quarter of 2026.
David Yeager returned as Chairman and CEO; Patrick O'Donnell will become CFO after the 2025 Form 10-K is filed.
Hub Group received a Nasdaq notice on August 20, 2026 that it is not in compliance with Listing Rule 5250(c)(1) because it has not timely filed its quarterly report for the quarter ended June 30, 2026. The notice has no immediate effect on the listing or trading of the Class A common stock, but the company must submit an updated plan to regain compliance by August 27, 2026, and any further exception is capped at September 14, 2026.
Nasdaq notice dated August 20, 2026 cites late Form 10-Q for the quarter ended June 30, 2026 under Listing Rule 5250(c)(1)
Company must submit an updated compliance plan to Nasdaq by August 27, 2026
Delinquent 2025 Form 10-K and Q1 2026 Form 10-Q have an exception deadline of September 14, 2026
Notice has no immediate effect on listing or trading on the Nasdaq Global Select Market
Hub Group's chief financial officer, Kevin Beth, departed on May 27, 2026, and Todd Heeter was named interim CFO and Treasurer effective May 28, 2026. The company is also restating prior financial statements and says it expects to file its delayed 10-K and Q1 2026 10-Q by September 14, 2026, which leaves shareholders with ongoing uncertainty about its reported results.
Kevin Beth left as CFO and Treasurer on May 27, 2026; Todd Heeter began as interim CFO on May 28, 2026
Heeter's consulting agreement, with The Heeter Group, LLC, pays a monthly fee of $125,000 over an initial six-month term
Chief Operating Officer Brian Meents also departed May 27, 2026, with no successor named
Restatement covers fiscal 2024 and 2023 and the quarters ended March 31, June 30 and September 30, 2025; filings expected by September 14, 2026
Hub Group received a Nasdaq notice that it is not in compliance with listing rules because it did not timely file its Form 10-Q for the quarter ended March 31, 2026, which follows its delayed 2025 Form 10-K. The notice has no immediate effect on the listing or trading of its Class A common stock, but the company is restating prior financial statements and must file its overdue reports by September 14, 2026 to avoid further listing action.
Nasdaq notice dated May 19, 2026 cites Listing Rule 5250(c)(1) for the late Q1 2026 Form 10-Q.
Nasdaq's exception period runs until September 14, 2026 for the company to regain compliance.
An updated compliance plan is due to Nasdaq by June 3, 2026.
Restatements cover 2024 and 2023 annual periods and the 2025 quarters ended March 31, June 30 and September 30.
Hub Group said its Audit Committee concluded on May 11, 2026 that its audited financial statements for 2024 and 2023 were materially misstated and should no longer be relied upon. The company said a review found transactions that were prematurely or incorrectly recognized or not adequately supported, and it expects to conclude that internal controls were not effective for both years, which matters to shareholders because prior results and reports can no longer be trusted until restated.
Audit Committee concluded on May 11, 2026 that the 2024 and 2023 audited financial statements were materially misstated
Affected annual reports were the Form 10-K filed February 25, 2025 (2024) and February 27, 2024 (2023)
Company expects to conclude that disclosure controls and internal control over financial reporting were not effective in 2024 and 2023
Ernst & Young LLP, the independent registered public accounting firm, was briefed on the matters
Hub Group received a Nasdaq notice on March 19, 2026, because it has not timely filed its 2025 annual report on Form 10-K. The notice has no immediate effect on the listing or trading of its Class A common stock, but the company must submit a compliance plan by May 18, 2026, and Nasdaq can grant until September 14, 2026 to regain compliance. The company attributes the delay to a restatement of its 2025 quarterly financial statements, which matters to shareholders because the filing has not yet been completed.
Nasdaq notice received March 19, 2026, under Listing Rule 5250(c)(1) for not timely filing the 2025 Form 10-K
Compliance plan due to Nasdaq by May 18, 2026; Nasdaq may grant an exception until September 14, 2026
March 23, 2026 amendment to the June 20, 2025 credit agreement extends the deadline for delivering financial statements and waives related defaults
Delay tied to restatement of first, second and third quarter 2025 financial statements; company is also assessing impact on 2024 and 2023 statements
Hub Group said preliminary 2025 revenue of about $3.7 billion fell from $3.9 billion in 2024, and it delayed its full earnings release. The company will restate its first three quarters of 2025 because it understated purchased transportation costs and accounts payable, and it expects to report ineffective internal controls for 2025, which raises doubt about the reliability of earlier reported results.
Preliminary 2025 consolidated operating revenue of about $3.7 billion, versus $3.9 billion in 2024
Q1, Q2 and Q3 2025 financial statements should no longer be relied upon; restatement covers the first nine months of 2025
Total reduction to accounts payable and purchased transportation costs recorded in those periods was $77 million; the full impact is not yet estimated
Cash and restricted cash of about $140 million and net debt of about $116 million as of December 31, 2025
Hub Group reported third quarter 2025 results on October 30, 2025. Revenue fell 5% to $934 million amid softer freight demand, while GAAP diluted EPS rose to $0.47 from $0.39 and adjusted EPS fell to $0.49 from $0.52. The company also gave a 2025 diluted EPS outlook of $1.80 to $1.90, and the filing does not state how that compares with prior guidance.
Revenue of $934 million, down 5% from $987 million a year earlier; Logistics segment revenue fell to $402 million from $461 million.
GAAP diluted EPS of $0.47 versus $0.39 a year earlier; adjusted EPS (non-GAAP) of $0.49 versus $0.52.
2025 outlook: diluted EPS of $1.80 to $1.90 and revenue of approximately $3.6 billion to $3.7 billion.
Closed acquisitions of Marten Transport Intermodal assets and SITH, LLC; net debt/EBITDA was 0.4x as of September 30, 2025.
Hub Group said its Chief Legal Officer and Corporate Secretary, Thomas P. LaFrance, will retire effective January 2, 2026, and will assist with transition activities through March 6, 2026. Eric Braun, a former Caterpillar deputy general counsel, will become Executive Vice President, Chief Legal Officer and Corporate Secretary effective January 3, 2026, after joining the company on October 29, 2025.
Thomas P. LaFrance notified the company on September 18, 2025 of his decision to retire from his current role effective January 2, 2026.
LaFrance is expected to assist with transition activities through March 6, 2026 under an agreement the company expects to sign.
Eric Braun joins Hub Group on October 29, 2025 and becomes Chief Legal Officer and Corporate Secretary on January 3, 2026.
Braun spent more than 20 years at Caterpillar, most recently as Vice President and Deputy General Counsel, and previously practiced law at Greenebaum Doll & McDonald.
Hub Group reported second quarter 2025 results on July 31, 2025, with revenue down 8% year over year to $906 million and GAAP diluted EPS of $0.42, compared with $0.47 a year earlier. Adjusted EPS of $0.45, which excludes $2.6 million of vendor settlement expenses, also declined from $0.47, and the company issued 2025 diluted EPS guidance of $1.80 to $2.05 with revenue of approximately $3.6 billion to $3.8 billion.
Revenue of $906 million, down from $986 million in Q2 2024; intermodal volume grew 2%
GAAP diluted EPS of $0.42 vs. $0.47 a year earlier; adjusted EPS of $0.45 excludes $2.6 million in vendor settlements
Operating income of $34 million (3.8% of revenue) vs. $39.5 million (4.0%) a year earlier
2025 outlook: diluted EPS of $1.80 to $2.05 and revenue of approximately $3.6 billion to $3.8 billion
Hub Group entered a $450 million revolving credit agreement with Bank of Montreal as administrative agent on June 20, 2025, and terminated its 2022 credit agreement the same day after repaying all outstanding borrowings under it. The new facility matures June 20, 2030, and can be increased by up to $300 million if conditions are met, giving the company updated borrowing capacity on the filing's stated terms.
Revolving credit facility of $450 million, maturing June 20, 2030, with sublimits of $75 million for letters of credit and $15 million for swingline loans
Borrowings bear interest at Term SOFR plus 100.0 to 175.0 basis points, or base rate plus 0.0 to 75.0 basis points, based on the Total Net Leverage Ratio
Covenants require a Total Net Leverage Ratio of no more than 3.00 to 1.00 and interest coverage of at least 3.00 to 1.00
The 2022 Credit Agreement was terminated with no early termination penalties reported; the company stated the new facility may be used for permitted acquisitions, working capital, capital expenditures and general corporate purposes
Hub Group said its Chief Accounting Officer, Brent Rhodes, will resign effective June 27, 2025, to pursue another opportunity, and that the resignation does not involve any disagreement over financial policies or procedures. The company named Dennis Mathews, its current Vice President of Internal Audit, as the new Chief Accounting Officer effective June 30, 2025, giving shareholders a clear successor for a key financial reporting role.
Brent Rhodes notified the company on June 2, 2025 of his resignation as Chief Accounting Officer, effective June 27, 2025
Rhodes will stay in the role until the effective date and help with the transition of his duties
Dennis Mathews was appointed Chief Accounting Officer on June 6, 2025, effective June 30, 2025
Mathews joined Hub Group on March 18, 2024 and is a Certified Public Accountant with thirteen years in assurance services at a national accounting firm
Hub Group reported first quarter 2025 results on May 8, 2025. Revenue fell 8% from a year earlier, while diluted earnings per share held at $0.44 and operating margin rose 40 basis points to 4.1%. The company also gave 2025 guidance of $1.75 to $2.25 in diluted EPS and $3.6 billion to $4.0 billion in revenue.
Q1 2025 revenue was $915 million, down 8% from $999 million in Q1 2024, as lower intermodal and brokerage revenue per unit and lower fuel revenue offset 8% intermodal volume growth.
Diluted EPS was $0.44, the same as the prior year, and net income was $27 million.
Operating income was $37 million, or 4.1% of revenue, versus 3.7% a year earlier.
2025 outlook calls for diluted EPS of $1.75 to $2.25 and revenue of about $3.6 billion to $4.0 billion; the filing does not compare this with prior guidance.
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