Hub Group stockholders remove 3 directors, appoint 4

Hub Group expects to complete its restatement process and file delayed periodic reports in the fourth quarter of 2026, with a Nasdaq hearing scheduled for October 27, 2026.

Rhea-AI Filing Summary

Hub Group, Inc. (HUBG) said stockholders representing a majority of combined voting power used written consent effective October 1, 2026, to remove Michael Flannery, Peter McNitt and Gary Yablon without cause, appoint Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik and Thomas M. White, and adopt amended and restated bylaws. Mary H. Boosalis, Jenell Ross and Martin P. Slark resigned effective October 1. The board has seven directors; the company intends to maintain a majority-independent board and fully independent Compensation and Nominating and Governance Committees.

Hub Group expects to complete its restatement process and file its delayed periodic reports in the fourth quarter of 2026. Nasdaq issued a Staff Delisting Determination because the 2025 Form 10-K and Forms 10-Q for the quarters ended March 31 and June 30, 2026, were not filed. The company appealed; a stay is in place pending an October 27, 2026, hearing, and the determination did not immediately suspend trading or delist its Class A common stock. Hub Group paid Winston Taylor LLP approximately $500,000 for 2025 legal services; new director Thomas P. Fitzgerald retired from the firm on January 31, 2025.

0 points · 0 major

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How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Nasdaq delisting hearing is scheduled for October 27, 2026.

Filing Explained

DPY holders’ majority voting power makes Hub Group a Nasdaq “controlled company,” allowing exemptions from some governance requirements; the company says it will not rely on them, and audit-committee independence requirements remain in force.

8-K Event Classification

5 items: 5.02, 5.03, 5.07, 7.01, 9.01

5 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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.

Key Figures

Directors removed: 3 directors New directors appointed: 4 directors Board resignations: 3 directors +4 more

7 metrics

Directors removed 3 directors Effective October 1, 2026

New directors appointed 4 directors Effective October 1, 2026

Board resignations 3 directors Effective October 1, 2026

Board size 7 directors Following the October 1, 2026, changes

Delinquent periodic reports 3 reports 2025 Form 10-K and 2026 Forms 10-Q for the quarters ended March 31 and June 30

Nasdaq hearing October 27, 2026 Hearing on Hub Group's appeal of the Staff Delisting Determination

Legal services fees approximately $500,000 Paid to Winston Taylor LLP for services in 2025

Key Terms

written consent, controlled company, Staff Delisting Determination, Nasdaq Listing Rule 5250(c)(1), +1 more

5 terms

written consent regulatory

"authorized and approved by written consent"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

controlled company regulatory

"The Company is a “controlled company”"

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

Staff Delisting Determination regulatory

"received a Staff Delisting Determination"

A staff delisting determination is a formal finding by exchange or regulatory staff that a listed security no longer meets the rules required to stay listed, similar to an official notice that a rental property no longer qualifies for occupancy. It matters to investors because it often precedes removal from the exchange, which can sharply reduce a stock’s visibility, trading liquidity and value, and may trigger urgent choices like selling, appealing the decision or seeking alternative markets.

Nasdaq Listing Rule 5250(c)(1) regulatory

"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.

Second Amended and Restated Bylaws regulatory

"adopted the Second Amended and Restated Bylaws"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board changes did HUBG announce?

Stockholders representing a majority of combined voting power removed Michael Flannery, Peter McNitt and Gary Yablon, appointed Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik and Thomas M. White, and amended and restated the bylaws, effective October 1, 2026. Mary H. Boosalis, Jenell Ross and Martin P. Slark also resigned effective that date.

Why did Nasdaq issue a delisting determination for HUBG?

Nasdaq issued the determination because Hub Group had not filed its 2025 Form 10-K or its Forms 10-Q for the quarters ended March 31 and June 30, 2026, and was therefore not in compliance with Nasdaq Listing Rule 5250(c)(1). Hub Group appealed and received a stay pending a hearing scheduled for October 27, 2026.

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

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false 0000940942 --12-31 0000940942 2026-10-01 2026-10-01

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): October 1, 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)		(IRS 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

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2026, the DPY Stockholders (as defined below) and certain affiliated trusts holding shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, par value $0.01 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), of Hub Group, Inc. (the “Company”), representing a majority of the combined voting power of the outstanding shares of Common Stock, executed an action by written consent (the “DPY Stockholder Consent”) pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), Article II, Section 7 of the Company’s Amended and Restated Bylaws (the “Former Bylaws”), and Section 141(k) of the DGCL, to take the following actions: (a) remove Michael Flannery, Peter McNitt, and Gary Yablon as directors of the Company, without cause, (b) amend and restate the Former Bylaws with the Second Amended and Restated Bylaws (as defined below), and (c) appoint Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White as directors of the Company (each, a “New Director” and, collectively, the “New Directors”), with each of the foregoing actions effective as of October 1, 2026. As used herein, the “DPY Stockholders” refers to the parties to that certain DPY Stockholders’ Agreement, dated February 22, 2023 (the “DPY Agreement”), by and among (i) the Matthew D. Yeager 2015 GST Trust, (ii) the Laura C. Yeager 2015 GST Trust, (iii) the Phillip D. Yeager 2015 GST Trust, (iv) the David P. Yeager Nonexempt Trust Created Under the Phillip C. Yeager 1994 Trust, (v) David P. Yeager, (vi) Phillip D. Yeager, (vii) Matthew D. Yeager and (viii) Laura Y. Grusecki. The DPY Agreement was previously filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2023 and is incorporated herein by reference. The DPY 2015 Exempt Children’s Trust and the DPY 2020 HUB Exempt Trust, which are not parties to the DPY Agreement, also joined in executing the DPY Stockholder Consent.

The removal of Messrs. Flannery, McNitt, and Yablon was effected by the DPY Stockholder Consent without cause under Section 141(k) of the DGCL and became effective upon delivery to the Secretary of the Company in accordance with Section 228(c) of the DGCL. Pursuant to Section 228(e) of the DGCL and Article II, Section 7 of the Former Bylaws, prompt notice of the actions taken by written consent is being provided to stockholders who are stockholders as of the record date for the actions, who have not consented and who would have been entitled to notice of the meeting if (i) the actions had been taken at a meeting and (ii) the record date for the notice of the meeting were the record date for the actions. The Company hereby transmits a copy of a notice to stockholders pursuant to Section 228(e) of the DGCL. The foregoing description of the notice does not purport to be complete and is qualified in its entirety by reference to the full text of the notice, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Each New Director will serve as a director until the Company’s next annual meeting of stockholders or until his earlier death, termination, resignation, or removal. As non-employee directors, each of the New Directors will participate in the Company’s standard non-employee director compensation program, as described in the Company’s proxy statement for the 2025 annual meeting of stockholders filed with the SEC on April 3, 2025.

Following the delivery of the DPY Stockholder Consent, Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the Board of Directors (the “Board”), effective October 1, 2026.

The Board intends to appoint a new Lead Independent Director as soon as practicable and will also reconstitute its standing committees. The Company intends to take appropriate action to fill the vacancies on the Board resulting from the resignations described above in accordance with the Company’s governing documents.

Gregory D. Bunch

Mr. Bunch, age 67, has served as an Adjunct Professor of Entrepreneurship at the University of Chicago Booth School of Business for nearly twenty (20) years, teaching entrepreneurship, growth strategy, competitive strategy, innovation, marketing, and mergers and acquisitions in both the MBA program and Executive Education. He is also the owner of Gregory Bunch Consulting, a management consulting firm. Mr. Bunch was the founder and Chief Executive Officer of Masterplan International Corporation, a strategy consultancy, from 1998 to 2018, and co-founded Oration Health, a healthcare software-as-a-service business. He was also a partner in Brandtrust, a brand strategy consultancy. Over the course of his career, he has advised hundreds of startups and dozens of publicly and privately held corporations, and has served as an Independent Trustee of Elkhorn Investments from its founding until its sale to Innovator, as well

as on advisory boards for companies in the financial services, consulting, retail, franchising and marketing industries. Mr. Bunch has lectured nationally and internationally on topics related to strategy, creating customers and innovation. He earned a bachelor’s degree in philosophy from Wheaton College and an MDiv from Harvard University.

Thomas P. Fitzgerald

Mr. Fitzgerald, age 72, was a partner at Winston Taylor LLP (formerly known as Winston & Strawn LLP), an international law firm. From 2006 to June 2024, Mr. Fitzgerald served as Chairman and Managing Partner of the firm’s Executive Committee. Under his leadership, the firm opened ten (10) offices on three continents and significantly expanded its practice and sector offerings, including in private equity, finance, funds, intellectual property, complex commercial litigation and real estate. Over the course of his tenure, Mr. Fitzgerald also advanced the firm’s client initiatives in the financial services, technology, energy, and life sciences sectors. Mr. Fitzgerald holds a B.A. from the University of Notre Dame and a J.D., with honors, from the Notre Dame Law School.

Mr. Fitzgerald retired as a partner of Winston Taylor LLP, effective January 31, 2025. Winston Taylor LLP has provided legal services to the Company, and during the fiscal year ended December 31, 2025, the Company paid Winston Taylor LLP approximately $500,000 in fees for legal services provided in 2025. Although Mr. Fitzgerald has not been a partner of Winston Taylor LLP since January 31, 2025, this relationship is disclosed pursuant to Item 404(a) of Regulation S-K, because he was a partner of the firm during a portion of the Company’s last fiscal year. Other than as described above, there are no transactions in which Mr. Fitzgerald has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Thaddeus J. Malik

Mr. Malik, age 59, has served as President and Principal of S2T Solutions LLC, a transactional advisory services company, since 2022. Previously, he was a partner at Paul Hastings LLP, an international law firm, from 2010 to 2022, a partner at Jenner & Block LLP from 2002 to 2010, and Vice President and General Counsel of Lante Corporation, a formerly publicly traded technology consulting company, from 2000 to 2002. Mr. Malik has more than thirty (30) years of experience as a corporate and securities advisor to boards and committees of public companies and as a mergers and acquisitions attorney. He has served as an independent director of CenterPoint Energy, Inc. since September 2023, where he currently serves on the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee and previously served on the Audit and Compliance Committee and the Safety and Operations Committee. He also served as an independent director of Health Care Service Corporation, the parent of Blue Cross and Blue Shield of Illinois, Texas, Montana, Oklahoma and New Mexico, from 2019 to 2025. Mr. Malik holds a B.A. from Northwestern University and a J.D. from Harvard Law School, and has earned director certifications from the National Association of Corporate Directors and Harvard Business School, as well as the CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.

Thomas M. White

Mr. White, age 69, is a global business leader and experienced board member with over forty-five (45) years of experience in financial and operational management. Mr. White previously served as the Company’s Chief Financial Officer and Senior Vice President from 2002 to 2007. From 2007 to 2014, he served as an Operating Partner of Apollo Global Management, Inc., a leading global alternative investment manager, where he assumed senior leadership positions in key portfolio companies, including as Interim Chief Operating Officer and Interim Chief Financial Officer of CEVA Logistics and Interim Chief Financial Officer of Constellium N.V. Previously, Mr. White served for twenty-three (23) years at Arthur Andersen LLP, where he held leadership positions, including Global Managing Partner of Business Process Outsourcing and Office Managing Partner. Mr. White served as Chairman of the Board of Directors of Sterling Infrastructure, Inc. from 2019 to 2024, and has served as a member of the board of directors of JPW Industries, a private industrial machinery company. Mr. White holds a B.B.A. in Accountancy from Western Michigan University and an M.S. in Business Administration from Purdue University.

There are no family relationships between any of the New Directors and any former or current officers or directors of the Company, and, except as described above, no New Director has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between any New Director and any other persons or entities pursuant to which any New Director was appointed as a director of the Company.

The Company is a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c), because the DPY Stockholders hold more than 50% of the combined voting power of the Common Stock. Accordingly, the Company is not required to comply with certain corporate governance requirements applicable to Nasdaq listed companies. However, the Company does not intend to rely on the exemptions made available under Nasdaq Listing Rule 5615(c), and intends to maintain a majority of the Board consisting of independent directors, a Compensation Committee composed entirely of independent directors, and a Nominating and Governance Committee composed entirely of independent directors. The controlled company exemption would not modify the independence requirement for the Audit Committee, and the Company will continue to comply with the audit committee requirements of Nasdaq Rule 5605(c) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 1, 2026, the DPY Stockholders, by the DPY Stockholder Consent, adopted the Second Amended and Restated Bylaws of the Company, effective as of October 1, 2026 (the “Second Amended and Restated Bylaws”). The amendments to the Second Amended and Restated Bylaws include, among other things, that:

• In any election by stockholders of directors other than in a contested election, directors shall be elected by a majority of the votes cast by the shares represented in person or by proxy and entitled to vote; and

• Any vacancy on the Board, however occurring, and any newly created directorship resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of the holders of shares of capital stock representing a majority of the votes entitled to vote in the election of directors.

The foregoing description of the amendments to the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 1, 2026, the DPY Stockholders and certain affiliated trusts, holding shares of Common Stock representing a majority of the combined voting power of the outstanding shares of Common Stock, authorized and approved by written consent in accordance with Section 228 of the DGCL: (a) the removal of Michael Flannery, Peter McNitt, and Gary Yablon as directors of the Company, without cause, (b) the amendment and restatement of the Former Bylaws with the Second Amended and Restated Bylaws, and (c) the appointment of Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White as directors of the Company, with each of the foregoing actions effective as of October 1, 2026.

Item 7.01. Regulation FD Disclosure.

On October 2, 2026, the Company issued a press release (the “Press Release”) in connection with the receipt of the DPY Stockholder Consent and related updates. A copy of the Press Release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.

The information in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Bylaws of Hub Group, Inc., effective as of October 1, 2026.
99.1		Notice to Certain Stockholders Under Section 228(e) of the Delaware General Corporation Law, dated October 2, 2026.
99.2		Press Release, dated October 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 2, 2026				By:		/s/ David P. Yeager
						David P. Yeager
						Chairman of the Board of Directors and Chief Executive Officer

Exhibit 99.1

Executed Version

Hub Group, Inc.

Notice to Certain Stockholders

Under Section 228(e) of the Delaware General Corporation Law

October 2, 2026

This notice is being sent to inform you that, on October 1, 2026, stockholders holding a majority in power of the shares of capital stock of Hub Group, Inc. (the “Company”) in accordance with the Company’s Amended and Restated Certificate of Incorporation, as amended, and the Delaware General Corporation Law (the “DGCL”) authorized and approved, by written consent, the removal of Messrs. Michael Flannery, Peter McNitt, and Gary Yablon from the Company’s Board of Directors (the “Board”), amended and restated the bylaws of the Company with the Second Amended and Restated Bylaws, and appointed Messrs. Thaddeus J. Malik, Thomas P. Fitzgerald, Thomas M. White, and Gregory D. Bunch to the Board.

This notice is being sent or given on or about October 2, 2026 pursuant to, and shall constitute notice under, Section 228(e) of the DGCL, to each stockholder from whom the Company has not received written consent for such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take such action were delivered to the Company as provided in Section 228(c) of the DGCL.

This notice is delivered solely to promptly inform you of the corporate actions described herein. The Company is not requesting stockholders to take any action at this time.

Hub Group, Inc.
By:		/s/ David P. Yeager
Name:		David P. Yeager
Title:		Chairman of the Board of Directors and Chief Executive Officer

Exhibit 99.2

Hub Group Announces Changes to Board of Directors

OAK BROOK, Ill., Oct. 2, 2026 — Hub Group, Inc. (Nasdaq: HUBG) (“Hub Group” or the “Company”) today announced changes to its Board of Directors (the “Board”) following an action by written consent of its controlling shareholders.

On October 1, 2026, shareholders representing a majority of the combined voting power of the Company’s outstanding common stock, consisting of members of the Yeager family and related trusts, acted by written consent to:

• Appoint Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik and Thomas M. White to the Board;

• Remove Michael Flannery, Peter McNitt and Gary Yablon from the Board without cause; and

• Adopt the Company’s Second Amended and Restated Bylaws.

These actions took effect upon delivery of the written consent to the Company’s Corporate Secretary, in accordance with Delaware law and the Company’s bylaws. Each newly appointed director will serve until the Company’s next annual meeting of shareholders or until his earlier death, termination, resignation or removal. Following the delivery of the written consent, Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the Board, effective October 1, 2026.

The Board now consists of seven (7) directors: David P. Yeager (Chairman), Phillip D. Yeager (Vice Chairman), Gregory D. Bunch, Thomas P. Fitzgerald, James C. Kenny, Thaddeus J. Malik, and Thomas M. White. The Board intends to appoint a new Lead Independent Director as soon as practicable and will also reconstitute its standing committees.

The Company intends to maintain a majority-independent Board and fully independent Compensation and Nominating and Governance Committees, and will continue to meet Nasdaq and U.S. Securities and Exchange Commission (“SEC”) audit committee independence requirements.

The Board changes do not affect the Company’s management team, strategy or day-to-day operations. David P. Yeager remains Chairman and Chief Executive Officer, and Phillip D. Yeager remains President and Vice Chairman. The leadership changes announced on September 14, 2026 are also unaffected.

“We believe that the newly appointed directors will bring valuable perspectives and relevant expertise to the Board’s oversight of the Company’s management, business and ongoing initiatives,” said David P. Yeager. “They intend to work constructively and collaboratively with the continuing directors to advance the best interests of Hub Group and all of its stakeholders. We will remain focused on our long-term strategy to drive growth, profitability and operating cash flows, as we work to deliver for our shareholders, customers and team members.”

The Company’s finance and accounting team continues to work expeditiously to complete the restatement process and file the Company’s delayed periodic reports. Hub Group continues to expect to complete this process in the fourth quarter of 2026. As previously announced, on September 16, 2026, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company that it had initiated a process to delist the Company’s Class A common stock. The Staff Determination was issued because the Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, and therefore is not in compliance with Nasdaq Listing Rule 5250(c)(1). Receipt of the Staff Determination did not immediately result in the suspension of trading or delisting of the Company’s Class A common stock.

The Company has appealed the Staff Determination by requesting a hearing before the Nasdaq Hearings Panel. The Company requested, and has been granted, a stay of the delisting action pending the outcome of the hearing currently scheduled for October 27, 2026.

Additional information is included in the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2026.

Biographies of the Newly Appointed Directors

Gregory D. Bunch

Mr. Bunch, age 67, has served as an Adjunct Professor of Entrepreneurship at the University of Chicago Booth School of Business for nearly twenty (20) years, teaching entrepreneurship, growth strategy, competitive strategy, innovation, marketing and mergers and acquisitions in both the MBA program and Executive Education. He is also the owner of Gregory Bunch Consulting, a management consulting firm. Mr. Bunch was the founder and Chief Executive Officer of Masterplan International Corporation, a strategy consultancy, from 1998 to 2018, and co-founded Oration Health, a healthcare software-as-a-service business. He was also a partner in Brandtrust, a brand strategy consultancy. Over the course of his career, he has advised hundreds of startups and dozens of publicly and privately held corporations, and has served as an Independent Trustee of Elkhorn Investments from its founding until its sale to Innovator, as well as on advisory boards for companies in the financial services, consulting, retail, franchising and marketing industries. Mr. Bunch has lectured nationally and internationally on topics related to strategy, creating customers and innovation. He earned a bachelor’s degree in philosophy from Wheaton College and an MDiv from Harvard University.

Thomas P. Fitzgerald

Mr. Fitzgerald, age 72, was a partner at Winston Taylor LLP (formerly known as Winston & Strawn LLP), an international law firm. From 2006 to June 2024, Mr. Fitzgerald served as Chairman and Managing Partner of the firm’s Executive Committee. Under his leadership, the firm opened ten (10) offices on three continents and significantly expanded its practice and sector offerings, including in private equity, finance, funds, intellectual property, complex commercial litigation and real estate. Over the course of his tenure, Mr. Fitzgerald also advanced the firm’s client initiatives in the financial services, technology, energy, and life sciences sectors. Mr. Fitzgerald holds a B.A. from the University of Notre Dame and a J.D., with honors, from the Notre Dame Law School.

Thaddeus J. Malik

Mr. Malik, age 59, has served as President and Principal of S2T Solutions LLC, a transactional advisory services company, since 2022. Previously, he was a partner at Paul Hastings LLP, an international law firm, from 2010 to 2022, a partner at Jenner & Block LLP from 2002 to 2010, and Vice President and General Counsel of Lante Corporation, a formerly publicly traded technology consulting company, from 2000 to 2002. Mr. Malik has more than thirty (30) years of experience as a corporate and securities advisor to boards and committees of public companies and as a mergers and acquisitions attorney. He has served as an independent director of CenterPoint Energy, Inc. (NYSE: CNP) since September 2023, where he currently serves on the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee and previously served on the Audit and Compliance Committee and the Safety and Operations Committee. He also served as an independent director of Health Care Service Corporation, the parent of Blue Cross and Blue Shield of Illinois, Texas, Montana, Oklahoma and New Mexico, from 2019 to 2025. Mr. Malik holds a B.A. from Northwestern University and a J.D. from Harvard Law School, and has earned director certifications from the National Association of Corporate Directors and Harvard Business School, as well as the CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.

Thomas M. White

Mr. White, age 69, is a global business leader and experienced board member with over forty five (45) years of experience in financial and operational management. Mr. White previously served as the Company’s Chief Financial Officer and Senior Vice President from 2002 to 2007. From 2007 to 2014, he served as an Operating Partner of Apollo Global Management, Inc. (NYSE: APO), a leading global alternative investment manager, where he assumed senior leadership positions in key portfolio companies, including as Interim Chief Operating Officer and Interim Chief Financial Officer of CEVA Logistics and Interim Chief Financial Officer of Constellium N.V. (NYSE: CSTM). Previously, Mr. White served for twenty three (23) years at Arthur Andersen LLP, where he held leadership positions including Global Managing Partner of Business Process Outsourcing and Office Managing Partner. Mr. White served as Chairman of the Board of Directors of Sterling Infrastructure, Inc. (Nasdaq: STRL) from 2019 to 2024, and has served as a member of the board of directors of JPW Industries, a private industrial machinery company. Mr. White holds a B.B.A. in Accountancy from Western Michigan University and an M.S. in Business Administration from Purdue University.

Certain Forward-Looking Statements

Statements in this press release 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 outcome of the Company’s appeal to the Nasdaq Hearings Panel, the Company’s plans to regain full compliance with Nasdaq’s continued listing requirements, and any other statements regarding Hub Group’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 Hub Group 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 and regain compliance with Nasdaq’s listing rules; unanticipated delays that cause the Company’s delinquent periodic reports to be filed later than currently expected; the risk that the Company’s request to Nasdaq for an extended stay of the delisting action will not be granted or that its plan to regain compliance with Nasdaq’s continued listing requirements will not be accepted by the Nasdaq Hearings Panel or, if accepted, will not allow for sufficient time for the Company to regain compliance; the impact that the restatement process and further delays in the financial close process or the related audit may have on Hub Group’s business, financial condition and results of operations; and other risks discussed under the “Risk Factors” section in Hub Group’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 Hub Group assumes no obligation to update any such forward-looking statements.

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

OR

Longacre Square Partners

HUBG@longacresquare.com

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