Hub Group (NASDAQ: HUBG) warns 2025 quarters misstated and plans control remediation

Rhea-AI Filing Summary

Hub Group, Inc. disclosed that an error led to understating purchased transportation costs and accounts payable in the first nine months of 2025. After reviewing the issue, the audit committee determined that the company’s unaudited financial statements for the quarters ended March 31, June 30, and September 30, 2025 were materially misstated and should no longer be relied upon, along with related earnings releases and presentations.

The company is assessing whether its 2023 and 2024 consolidated financial statements are affected and is evaluating its disclosure controls and internal control over financial reporting. It expects to conclude these controls were not effective for 2025, and has discussed the matter with Ernst & Young LLP.

Positive

• None.

Negative

• Material misstatements in 2025 quarters: Hub Group determined its unaudited financial statements for the quarters ended March 31, June 30, and September 30, 2025 were materially misstated due to an error and should no longer be relied upon, along with related prior communications.
• Control effectiveness issues: The company is assessing remediation steps and expects to conclude that its disclosure controls and internal control over financial reporting were not effective for the year ended December 31, 2025, signaling a significant internal control weakness.
• Potential multi-year impact: Hub Group is evaluating the effect of the identified error on consolidated financial statements for the years ended December 31, 2024 and 2023, indicating that prior annual results may also require adjustment.

Insights

Accounting & Reporting Analyst

Hub Group flags material 2025 misstatements and control weakness.

Hub Group found an error that understated purchased transportation costs and accounts payable for the first nine months of 2025. Its audit committee concluded that each quarterly report for March 31, June 30, and September 30, 2025 is materially misstated and should not be relied upon.

This triggers a formal restatement process and raises questions about the accuracy of previously communicated performance for those periods. The company is also reviewing whether consolidated financial statements for 2023 and 2024 are impacted, which broadens the potential scope of corrections.

Management expects to conclude that disclosure controls and internal control over financial reporting were not effective for 2025 and has involved Ernst & Young LLP in discussions. Actual adjustments will become clear once the year ended December 31, 2025 audit and any restated filings are completed.

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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): February 5, 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 2.02. Results of Operations and Financial Condition.

On February 5, 2026, Hub Group, Inc. (the “Company”) issued a press release announcing, among other things, certain preliminary results for the full year and fourth quarter ended December 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and the preliminary results contained therein are incorporated herein by reference.

The information furnished in Item 2.02 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of its financial statements for the year ended December 31, 2025, the Company identified an error that resulted in the understatement of purchased transportation costs and accounts payable in the first nine months of 2025.

On February 5, 2026, the Audit Committee of the Board of Directors of the Company, following discussion with and upon the recommendation of management, concluded that the unaudited consolidated financial statements of the Company included in the Quarterly Reports on Form 10-Q for each of the quarterly periods ended March 31, 2025 (the “Q1 2025 Financial Statements”), June 30, 2025 (the “Q2 2025 Financial Statements”) and September 30, 2025 (the “Q3 2025 Financial Statements”) filed with the Securities and Exchange Commission on May 9, 2025, August 6, 2025 and November 5, 2025, respectively, were in each case materially misstated due to the aforementioned error and should no longer be relied upon. Any previously furnished or filed reports, earnings releases, investor presentations or similar communications of the Company describing the Q1 2025 Financial Statements, the Q2 2025 Financial Statements or the Q3 2025 Financial Statements (or any portion thereof) should no longer be relied upon.

The Company is continuing to assess the potential impact to its consolidated financial statements for the years ended December 31, 2024 and 2023.

In connection with foregoing matters, the Company is also continuing to assess the effectiveness of its disclosure controls and procedures and internal control over financial reporting and appropriate remediation steps. The Company expects to conclude that it did not maintain effective disclosure controls and procedures and internal control over financial reporting for the year ended December 31, 2025.

Management and the Audit Committee have discussed the matters described in this Item 4.02 with the Company’s independent registered public accounting firm, Ernst & Young LLP.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release issued on February 5, 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 estimated impact of the error on the Company’s previously issued financial statements, the anticipated scope of the restatement of the Company’s previously issued financial statements as a result of the error, 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 restatements of the financial statements referenced herein; the risk that the Company’s preliminary estimates for the full year and fourth quarter ended December 31, 2025 may change as a result of management’s review of results and other factors, adjustments that may arise in connection with the Company’s independent registered public accounting firm’s audit of the 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: February 5, 2026
				By:		/s/ Kevin W. Beth
				Name:		Kevin W. Beth
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What accounting issue did Hub Group (HUBG) disclose in its February 2026 8-K?

Hub Group reported an error that understated purchased transportation costs and accounts payable during the first nine months of 2025. This error caused material misstatements in its 2025 quarterly financial statements and has triggered a broader review of its recent consolidated financial statements.

Which Hub Group 2025 financial statements should no longer be relied upon?

The company stated that its unaudited consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2025 are materially misstated. These quarterly reports, and any related earnings releases or investor communications describing them, should no longer be relied upon by investors or other stakeholders.

How far back could Hub Group’s identified error affect its financials?

Hub Group is assessing the potential impact of the error on consolidated financial statements for the years ended December 31, 2024 and 2023. This means earlier annual results may be affected, depending on what the company and its auditors determine during their ongoing evaluation.

What did Hub Group say about its internal controls over financial reporting?

The company is evaluating its disclosure controls and internal control over financial reporting in light of the error. It currently expects to conclude that these controls were not effective for the year ended December 31, 2025, and is considering appropriate remediation steps to address identified weaknesses.

How is Hub Group’s audit committee involved in the 2025 misstatement issue?

On February 5, 2026, Hub Group’s audit committee, after discussion with management, determined the 2025 quarterly financial statements were materially misstated. The committee has also discussed the matter with the company’s independent registered public accounting firm, Ernst & Young LLP, as part of the resolution process.

Did Hub Group issue any preliminary 2025 results along with this disclosure?

Yes. On February 5, 2026, Hub Group issued a press release announcing certain preliminary results for the full year and fourth quarter ended December 31, 2025. That press release was furnished as an exhibit, and its preliminary figures are incorporated by reference into the same current report.