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Hub Group (NASDAQ: HUBG) gets Nasdaq deficiency notice on delayed 10-K and 10-Q

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8-K

Rhea-AI Filing Summary

Hub Group, Inc. received an expected deficiency notice from Nasdaq because it did not timely file its Form 10‑Q for the quarter ended March 31, 2026, after already missing its Form 10‑K for the year ended December 31, 2025. Nasdaq has granted the company an exception period until September 14, 2026 to regain compliance with Listing Rule 5250(c)(1) by filing the delayed 2025 Form 10‑K and the March 31, 2026 Form 10‑Q. The notice does not immediately affect the listing or trading of Hub Group’s common stock on the Nasdaq Global Select Market. The company is working to complete restatements for its 2023 and 2024 annual financial statements and several 2025 quarters before filing the 2025 Form 10‑K, and then expects to file the March 31, 2026 Form 10‑Q as soon as practicable thereafter.

Positive

  • None.

Negative

  • Nasdaq deficiency notice for late filings: Hub Group is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to delayed Form 10‑K for 2025 and Form 10‑Q for the quarter ended March 31, 2026, and must remedy multiple outstanding SEC reports by September 14, 2026.

Insights

Hub Group faces Nasdaq non‑compliance tied to multiple delayed and restated SEC filings.

Hub Group has received a Nasdaq deficiency notice because its Form 10‑Q for the quarter ended March 31, 2026 is late, on top of a previously delayed Form 10‑K for the year ended December 31, 2025. Nasdaq has given an exception period until September 14, 2026 under Listing Rule 5250(c)(1).

The company is also working through significant financial statement restatements for the years ended December 31, 2023 and December 31, 2024 and several 2025 quarters. This adds complexity and may keep historical results in flux while the audit and restatement work is completed.

The notice currently has no impact on trading or listing status, but continued delays past September 14, 2026 could raise listing‑status questions. Future filings detailing completion of restatements and the submission of the 2025 Form 10‑K and March 31, 2026 Form 10‑Q will clarify progress toward full compliance.

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 or transferred its listing to a different exchange.
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, and exhibit attachments filed with this report.
Exception period end date September 14, 2026 Nasdaq deadline to regain compliance with Listing Rule 5250(c)(1)
Exception period length 180 days Nasdaq exception period granted to cure delinquent 2025 Form 10-K filing
Quarterly report delayed Form 10-Q for quarter ended March 31, 2026 Triggered Nasdaq non-compliance notice
Annual report delayed Form 10-K for year ended December 31, 2025 Previously missed SEC filing tied to Nasdaq exception
Restatement years 2023 and 2024 Annual financial statements being restated
Restatement quarters Q1, Q2, Q3 2025 Quarterly periods undergoing restatement work
Nasdaq Listing Rule 5250(c)(1) regulatory
"it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”)"
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.
Form 10-K regulatory
"unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
Form 10-Q regulatory
"failure to timely file its Form 10-Q for the quarter ended March 31, 2026"
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
exception period regulatory
"Nasdaq granted the Company a 180-day exception period, or until September 14, 2026"
restatement of its financial statements financial
"to complete the previously-announced restatement of its financial statements"
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995"
Understanding 8-K Material Events →
false 0000940942 0000940942 2026-05-19 2026-05-19
 
 

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): May 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 3.01.

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

On May 19, 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 March 31, 2026 (the “Q126 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 Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), the Company submitted a plan to Nasdaq to regain compliance with the Rule. As previously disclosed, Nasdaq granted the Company a 180-day exception period, or until September 14, 2026, to file the 2025 Form 10-K and regain compliance with the Rule.

The Notice provides that the Company has until June 3, 2026 to submit an updated plan to regain compliance with the Rule, including its plans to file the Q126 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 an updated plan to Nasdaq to regain compliance with the Rule, indicating that it expects to file the 2025 Form 10-K and Q126 Form 10-Q on or prior to September 14, 2026.

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 May 21, 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 May 21, 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 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: May 21, 2026    
    By:  

/s/ Kevin W. Beth

    Name:   Kevin W. Beth
    Title:   Executive Vice President, Chief Financial Officer and Treasurer

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., May 21, 2026 -- Hub Group, Inc. (Nasdaq: HUBG) today announced that on May 19, 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 March 31, 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. As previously disclosed, the Nasdaq Stock Market LLC (“Nasdaq”) has granted a 180-day exception period, or until September 14, 2026, for the Company to regain compliance with the Listing Rule. The Company intends to regain compliance on or prior to such date.

Hub Group continues to work diligently to complete the restatements of its financial statements for the years ended December 31, 2024 and 2023 and the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025 and to file its Form 10-K for the year ended December 31, 2025. The Company expects to file the Form 10-Q for the quarter ended March 31, 2026 as soon as practicable after the filing of the Form 10-K.

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 timing of the restatement of the Company’s financial statements for the impacted periods and the filing of its Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarterly period ended March 31, 2026, 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

Source: View Original Filing on SEC EDGAR

FAQ

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

Hub Group received the notice because it did not timely file its Form 10‑Q for the quarter ended March 31, 2026, after already missing its Form 10‑K for 2025. Nasdaq Listing Rule 5250(c)(1) requires listed companies to file all periodic SEC reports on time.

Does the Nasdaq notice affect Hub Group (HUBG) stock listing or trading?

The notice currently has no immediate effect on the listing or trading of Hub Group’s common stock on the Nasdaq Global Select Market. The company remains listed while it works within Nasdaq’s exception period to complete its delayed filings and regain compliance.

What deadline has Nasdaq given Hub Group (HUBG) to regain compliance?

Nasdaq has granted Hub Group a 180‑day exception period, through September 14, 2026, to regain compliance with Listing Rule 5250(c)(1). By that date, the company plans to file its Form 10‑K for 2025 and Form 10‑Q for the quarter ended March 31, 2026.

Which financial statements is Hub Group (HUBG) restating?

Hub Group is working to restate financial statements for the years ended December 31, 2023 and 2024, and the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025. Completion of these restatements is needed before filing its Form 10‑K for 2025.

When does Hub Group (HUBG) expect to file its delayed Form 10‑Q?

Hub Group expects to file the Form 10‑Q for the quarter ended March 31, 2026 as soon as practicable after filing its Form 10‑K for 2025. The company intends to complete both filings on or before Nasdaq’s September 14, 2026 exception deadline.

What plan must Hub Group (HUBG) submit to Nasdaq next?

Hub Group must submit an updated plan to Nasdaq by June 3, 2026 describing how it will regain compliance, including its timetable to file the March 31, 2026 Form 10‑Q. Any additional exception period remains capped at September 14, 2026 under Nasdaq’s prior decision.

Filing Exhibits & Attachments

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Press Releases

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