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  4. [8-K] Hub Group, Inc. Reports Material Event

Nasdaq flags Hub Group (NASDAQ: HUBG) over late SEC reports

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hub Group, Inc. (HUBG) disclosed that it received an expected deficiency notice from Nasdaq on August 20, 2026 because it did not timely file its Form 10-Q for the quarter ended June 30, 2026, breaching Nasdaq Listing Rule 5250(c)(1) on timely periodic reports. This comes on top of earlier delays in filing its 2025 Form 10-K and Form 10-Q for the quarter ended March 31, 2026, for which Nasdaq had already granted an exception period through September 14, 2026. Hub Group has until August 27, 2026 to submit an updated compliance plan and any further exception cannot extend beyond September 14, 2026. The company states that the notice has no immediate effect on the listing or trading of its Class A common stock and that it intends to submit a plan to regain compliance, while it continues work on a previously announced restatement of financial statements.

Positive

  • None.

Negative

  • Hub Group is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to multiple delayed SEC filings, increasing listing-compliance risk if deadlines are not met.
  • Nasdaq’s maximum exception period runs only until September 14, 2026, creating a tight window for Hub Group to complete its 2025 Form 10-K and two delinquent Form 10-Qs.
  • The company cites ongoing work on a restatement of financial statements, highlighting continued delays in its financial close and audit processes.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Updated plan due date August 27, 2026 Deadline to submit updated plan to regain compliance with Nasdaq Listing Rule 5250(c)(1)
Maximum exception period end date September 14, 2026 Latest date for any Nasdaq exception to cover all delinquent filings
Quarterly period of latest missed 10-Q Quarter ended June 30, 2026 Period for which Form 10-Q was not timely filed, triggering the Nasdaq notice
Prior missed quarterly report Quarter ended March 31, 2026 Form 10-Q whose delay had already led to a prior Nasdaq exception
Delayed annual report period Year ended December 31, 2025 Form 10-K that remains delinquent and is tied to the Nasdaq exception period
Approximate employees and drivers approximately 6,000 Headcount globally as stated in the company description
Nasdaq Listing Rule 5250(c)(1) regulatory
"it is not in compliance with Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
deficiency notice regulatory
"Hub Group Receives Expected Deficiency Notice from Nasdaq related to Delayed Filing"
A deficiency notice is a formal letter from a regulator, stock exchange, or securities authority saying that a company’s required filing, disclosure, or compliance item is missing, incomplete, or does not meet rules. It matters to investors because it can delay deals or financial reports, signal higher regulatory or operational risk, and reduce confidence in a company’s transparency—similar to getting a repair notice that must be fixed before normal activity can resume.
restatement of its financial statements financial
"the Company’s ability to complete the previously-announced restatement of its financial statements"
forward-looking statements regulatory
"Statements in this ... that are not historical facts are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Nasdaq Global Select Market market
"trading of shares of the Company’s Class A common stock on the Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

FAQ

Why did Hub Group (HUBG) receive a Nasdaq deficiency notice in August 2026?
Hub Group received a deficiency notice because it failed to timely file its Form 10-Q for the quarter ended June 30, 2026, violating Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all periodic reports with the SEC.

Which SEC reports is Hub Group (HUBG) currently late in filing?
Hub Group is late filing its Annual Report on Form 10-K for the year ended December 31, 2025, its Form 10-Q for the quarter ended March 31, 2026, and its Form 10-Q for the quarter ended June 30, 2026.

What deadlines has Nasdaq set for Hub Group (HUBG) to regain compliance?
Hub Group must submit an updated compliance plan by August 27, 2026. Any additional exception for all delinquent filings cannot extend beyond September 14, 2026, which is 180 days from the due date of the 2025 Form 10-K.

Does the Nasdaq deficiency notice immediately affect trading in Hub Group (HUBG) stock?
No. Hub Group states that the deficiency notice has no immediate effect on the listing or trading of its Class A common stock on the Nasdaq Global Select Market.

How is Hub Group (HUBG) responding to the Nasdaq compliance issue?
Hub Group states that it intends to timely submit an updated plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5250(c)(1), while it completes the delayed filings and the previously announced restatement of its financial statements.

What ongoing financial reporting issue does Hub Group (HUBG) reference in this disclosure?
Hub Group references its previously announced restatement of financial statements and notes that risks include its ability to complete the restatement and potential further delays in the financial close process and related audit for the year ended December 31, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0000940942 0000940942 2026-08-20 2026-08-20
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2026

 

 

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-27754   36-4007085

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

2001 Hub Group Way

Oak Brook, Illinois 60523

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (630) 271-3600

NOT APPLICABLE

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Class A Common Stock   HUBG   NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2026, Hub Group, Inc. (the “Company”) received an expected notice (the “Notice”) from the listing qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Company not having timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q226 Form 10-Q”), it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities and Exchange Commission.

Following the Company being unable to timely file its Form 10-Q for the quarter ended March 31, 2026 (the “Q126 Form 10-Q”), the Company submitted to Nasdaq an updated plan to regain compliance with the Rule, and Nasdaq granted the Company a 180-day exception period, or until September 14, 2026, to file its delinquent Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and the Q126 Form 10-Q.

The Notice provides that the Company has until August 27, 2026 to submit an updated plan to regain compliance with the Rule, including its plans to file the Q226 Form 10-Q, and that, if granted, any additional exception to allow the Company to regain compliance with all delinquent filings will be limited to a maximum of 180 calendar days from the due date of the 2025 Form 10-K, or September 14, 2026. The Company intends to timely submit to Nasdaq an updated plan to regain compliance with the Rule.

The Notice has no immediate effect on the listing or trading of shares of the Company’s Class A common stock on the Nasdaq Global Select Market.

 

Item 7.01.

Regulation FD Disclosure.

On August 24, 2026, the Company issued a press release announcing its receipt of the Notice from Nasdaq. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

99.1    Press release issued on August 24, 2026.
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K that are not historical facts are forward-looking statements provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s actions to regain compliance with Nasdaq’s listing rules and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that might cause the actual performance of the Company to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the Company’s ability to complete the previously-announced restatement of its financial statements; further delays in the financial close process or the related audit of the Company’s consolidated financial statements for the year ended December 31, 2025; and other risks discussed under the “Risk Factors” section in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. These forward-looking statements speak only as of the date hereof, and the Company assumes no obligation to update any such forward-looking statements.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Hub Group, Inc.
Date: August 24, 2026      
    By:  

/s/ Eric A. Braun

    Name:   Eric A. Braun
    Title:  

Executive Vice President, Chief Legal Officer and

Corporate Secretary

Exhibit 99.1

Hub Group Receives Expected Deficiency Notice from Nasdaq related to Delayed Filing of Quarterly Report on Form 10-Q

OAK BROOK, Ill., August 24, 2026 — Hub Group, Inc. (Nasdaq: HUBG) today announced that on August 20, 2026, as expected, it received a notice indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Form 10-Q for the quarter ended June 30, 2026 (the “Form 10-Q”). The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.

The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

About Hub Group

Hub Group offers comprehensive transportation and logistics management solutions. Keeping our customers’ needs in focus, Hub Group designs, continually optimizes, and applies industry-leading technology to our customers’ supply chains for better service, greater efficiency, and total visibility. As an award-winning, publicly traded company (Nasdaq: HUBG), our approximately 6,000 employees and drivers across the globe are always in pursuit of “The Way Ahead” – a commitment to service, integrity and innovation. For more information, visit hubgroup.com.

CONTACT: Garrett Holland, InvestorRelations@hubgroup.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Press Releases

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