Hub Group (NASDAQ: HUBG) faces Nasdaq notice over delayed 10-K, gains lender waiver

Rhea-AI Filing Summary

Hub Group, Inc. reported that it has delayed filing its Form 10-K for the year ended December 31, 2025, and received an expected Nasdaq deficiency notice for noncompliance with listing rules that require timely SEC filings. The notice does not immediately affect trading of its Class A common stock.

The company has 60 days from the March 19, 2026 notice to submit a compliance plan and may receive up to 180 days from the 10-K due date, or until September 14, 2026, to regain compliance by filing the report. Hub Group is restating 2025 interim financial statements and assessing potential impacts on 2023 and 2024 results.

Separately, Hub Group amended its June 20, 2025 credit agreement, obtaining an extension of deadlines to deliver required financial statements and a waiver of any defaults directly resulting from the delayed filing. Management stated that intermodal demand is steady, logistics is onboarding new business, brokerage volumes are being managed for profitability, and the company intends to regain compliance as soon as practicable.

Positive

• None.

Negative

• Delayed Form 10-K and restatement: The company has not filed its 2025 Form 10-K, is restating 2025 interim financial statements, and is assessing potential impacts on 2023 and 2024 results, creating uncertainty around historical financials.
• Nasdaq deficiency notice: Nasdaq has notified Hub Group that it is not in compliance with Listing Rule 5250(c)(1) due to the delayed 10-K, putting continued listing status at risk if compliance is not regained within allowed timeframes.

Insights

Credit and equity risk analyst

Delayed 10-K and restatement trigger Nasdaq and lender waivers.

Hub Group disclosed a late Form 10-K for 2025, ongoing restatements of 2025 interim results, and potential impacts on 2023–2024 financials. Nasdaq has issued a deficiency notice, though trading of the stock currently continues unchanged under its Global Select Market listing.

The company secured a first amendment to its June 2025 credit agreement. Lenders extended deadlines for required financial statements and waived any default directly tied to the delayed filing, which helps avoid immediate debt covenant consequences while the financial close and audit are completed.

The investment impact is primarily downside: unresolved restatement work and listing noncompliance introduce uncertainty around historical earnings quality and governance. Key milestones are submission of a Nasdaq compliance plan by May 18, 2026 and filing the 2025 Form 10-K by the potential outer limit of September 14, 2026 to maintain compliance.

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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): March 19, 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 1.01. Entry into a Material Definitive Agreement.

On March 23, 2026, in connection with the delayed filing of its Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) with the Securities and Exchange Commission (the “SEC”), Hub Group, Inc. (the “Company”) entered into a First Amendment to Credit Agreement and Waiver (the “Amendment”), which amended that certain Credit Agreement, dated as of June 20, 2025 (the “Credit Agreement”), among the Company, the guarantors party thereto, the lenders party thereto (the “Lenders”) and Bank of Montreal, as administrative agent. Pursuant to the Amendment, the Lenders agreed to, among other things, (i) extend the deadline for the Company to deliver certain financial statements required to be delivered under the Credit Agreement, and (ii) waive any Default or Events of Default (as each such term is defined in the Credit Agreement) directly resulting from the matters disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2026.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 19, 2026, 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 2025 Form 10-K, it no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.

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. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days from the date of the Notice, or until May 18, 2026, to submit to Nasdaq a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If the Company submits a plan to Nasdaq and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the filing of the 2025 Form 10-K (as extended pursuant to Rule 12b-25 under the Securities Act of 1933, as amended (the “Securities Act”)), or until September 14, 2026, to regain compliance.

The Company intends to regain compliance with Nasdaq’s listing rules as soon as practicable.

Item 7.01. Regulation FD Disclosure.

On March 24, 2026, the Company issued a press release announcing, among other things, 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, 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 March 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 regaining 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 delay 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: March 24, 2026
				By:		/s/ Kevin W. Beth
				Name:		Kevin W. Beth
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

Hub Group Provides First Quarter 2026 Business Update

Announces Receipt of Expected Deficiency Notice from Nasdaq

Related to Delayed Filing of Form 10-K

OAK BROOK, Ill., March 24, 2026 — Hub Group, Inc. (Nasdaq: HUBG) today provided an update regarding its business performance in the first quarter of fiscal 2026. In addition, Hub Group announced that on March 19, 2026, as expected, it received a notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq’s listing rules due to the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

First Quarter 2026 Business Performance

“Our team remains focused on serving customers through this dynamic environment. Intermodal volume performance to start the year reflects steady demand amid winter storm disruptions. We are maintaining excellent service levels, and the intermodal pricing outlook continues to improve as truckload capacity exits the market, which is consistent with bid season awards to date. In the Logistics segment, we continue to onboard significant new business, in particular in Managed Transportation and Final Mile. While, in Brokerage, volumes have declined as we are focusing our efforts on improving profitability and expanding our revenue per load. We continue to take actions to drive growth, improve profitability and increase operating cash flows, which along with our balance sheet strength and strong service positions Hub Group well for long-term growth,” said Phil Yeager, Hub Group’s President, Chief Executive Officer and Vice Chairman.

Nasdaq Deficiency Notice

On March 19, 2026, the Company received an expected notice from Nasdaq 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 2025 Form 10-K. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.

In accordance with Nasdaq’s listing rules, Hub Group has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Listing Rule. As provided in the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the 2025 Form 10-K’s due date, or until September 14, 2026, to regain compliance. The Company can regain compliance with the Listing Rule at any time prior to that date by filing its 2025 Form 10-K. The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

As previously disclosed, Hub Group requires additional time to complete its year-end financial close process as a result of the restatement of its financial statements for the first, second and third quarters of 2025. The Company is continuing to assess the potential impact to its consolidated financial statements for the years ended December 31, 2024 and 2023. The Company continues to work diligently to finalize its results for the year ended December 31, 2025, including completion of the restatement of its previously issued financial statements, and expects to file its Form 10-K as soon as practicable and to regain compliance with the Listing Rule within the six-month timeframe.

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 Hub Group’s expectations of its business performance for the first quarter 2026 and future periods, Hub Group’s pricing outlook, the impact of Hub Group’s actions to drive growth, improve profitability, expand revenue per load and increase operating cash flows, Hub Group’s plans to regain compliance with Nasdaq’s listing rules, 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; the impact that 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

FAQ

Why did Hub Group (HUBG) receive a Nasdaq deficiency notice in March 2026?

Hub Group received the notice because it did not timely file its Form 10-K for the year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires listed companies to file all periodic SEC reports on time, and the delay triggered noncompliance.

Does the Nasdaq deficiency notice affect trading of Hub Group (HUBG) stock now?

The notice currently has no immediate effect on the listing or trading of Hub Group’s common stock on the Nasdaq Global Select Market. Shares remain listed while the company works toward filing its delayed Form 10-K and regaining compliance.

How long does Hub Group (HUBG) have to regain Nasdaq listing compliance?

Hub Group has 60 days from the March 19, 2026 notice, until May 18, 2026, to submit a compliance plan. Nasdaq may then grant up to 180 days from the 10-K due date, potentially until September 14, 2026, for the company to file the report.

What credit agreement changes did Hub Group (HUBG) secure related to the delayed 10-K?

Hub Group entered into a First Amendment to its June 20, 2025 credit agreement. Lenders agreed to extend deadlines for required financial statements and to waive any defaults directly resulting from the delayed 2025 Form 10-K, easing near-term covenant pressure.

What financial reporting issues is Hub Group (HUBG) currently addressing?

Hub Group is completing a restatement of its 2025 first, second and third quarter financial statements. It is also assessing potential impacts on consolidated financial statements for the years ended December 31, 2024 and 2023, before filing its 2025 Form 10-K.

How did Hub Group describe its first quarter 2026 business performance?

Management reported steady intermodal demand despite winter storms, ongoing onboarding of new logistics business, and a focus in brokerage on profitability and revenue per load. The company highlighted actions to drive growth, improve profitability and increase operating cash flows.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 8.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB