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Hub Group faces Nasdaq delisting over late filings

Hub Group faces a Nasdaq delisting process due to delayed SEC filings but plans to appeal and seek continued trading of its Class A common stock.

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

Rhea-AI Filing Summary

Hub Group, Inc. (HUBG) reported that on September 16, 2026 it received a Nasdaq Staff Delisting Determination initiating a process to delist its Class A common stock for failure to comply with Nasdaq Listing Rule 5250(c)(1) requiring timely SEC filings. The notice stems from not filing its Form 10-K for the year ended December 31, 2025 and Form 10-Qs for the quarters ended March 31, 2026 and June 30, 2026 by the end of a previously granted 180-day extension on September 14, 2026. The determination has no immediate effect on listing or trading. Hub Group intends to appeal by requesting a hearing before a Nasdaq Hearings Panel within seven days and will seek to extend the automatic 15-day stay of any suspension while it presents a plan to regain full compliance.

Positive

  • Trading of Class A common stock continues for now, as the Staff Delisting Determination has no immediate effect on listing or trading, and a hearing request triggers an automatic 15-day stay of any suspension.
  • Hub Group plans to present a compliance plan to the Nasdaq Hearings Panel and explicitly intends to regain full compliance with Nasdaq’s continued listing requirements.

Negative

  • Nasdaq has initiated a process to delist Hub Group’s Class A common stock for noncompliance with Nasdaq Listing Rule 5250(c)(1) due to delayed periodic SEC reports.
  • Hub Group has not filed its 2025 Form 10-K and its Q1 2026 and Q2 2026 Forms 10-Q by the end of a 180-day extension, creating ongoing reporting and regulatory risk.
  • There is explicit risk that the Nasdaq Hearings Panel may deny an extended stay or reject the company’s compliance plan, which could result in suspension of trading and potential delisting.

Filing Explained

The delisting process has begun but has not yet suspended trading: a hearing request by September 23, 2026 would automatically stay suspension for 15 days; without a further stay, trading would then be suspended until Nasdaq’s written decision reinstates it.

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.
Delinquent periodic reports 3 reports 2025 Form 10-K and Forms 10-Q for quarters ended March 31, 2026 and June 30, 2026
Extension period end date September 14, 2026 Last day of the 180-day Nasdaq extension to file delinquent reports
Staff Delisting Determination date September 16, 2026 Date Nasdaq issued the Staff Delisting Determination to Hub Group
Appeal request deadline September 23, 2026 Seven calendar days from receipt of the Staff Determination to request a hearing
Automatic stay period 15 days Automatic stay of suspension after Hub Group submits its hearing request
Indicative hearing scheduling window 30–45 days Typical period after a company’s hearing request for Nasdaq to schedule a hearing
Staff Delisting Determination regulatory
"it received a Staff Delisting Determination from the Listing Qualifications Department"
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
"therefore 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.
Nasdaq Hearings Panel regulatory
"intends to appeal the Staff Determination by timely requesting a hearing before the Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
continued listing requirements regulatory
"plans to regain full compliance with Nasdaq’s continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
delisting action regulatory
"anticipated request to Nasdaq for an extended stay of the delisting action"
Delisting action is the removal of a company’s shares from a public stock exchange so they can no longer trade on that market. Think of it as being forced out of a big marketplace into a much smaller one or off the market entirely; this matters to investors because it usually reduces liquidity, makes shares harder to buy or sell, can sharply affect price, and signals regulatory, financial, or operational problems that increase risk.

FAQ

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

Why did Hub Group (HUBG) receive a Nasdaq Staff Delisting Determination?
Hub Group received a Nasdaq Staff Delisting Determination because it has not filed its Form 10-K for 2025 and its Form 10-Qs for Q1 and Q2 2026, causing noncompliance with Nasdaq Listing Rule 5250(c)(1) on timely SEC periodic reports.

Is Hub Group’s (HUBG) Class A common stock immediately suspended or delisted?
No. The company states that receipt of the Staff Delisting Determination has no immediate effect and will not immediately result in suspension or delisting of its Class A common stock from Nasdaq.

What missing SEC filings put Hub Group (HUBG) out of compliance with Nasdaq rules?
The notice cites Hub Group’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

How long does Hub Group (HUBG) have to appeal the Nasdaq Staff Delisting Determination?
Hub Group must request a hearing before the Nasdaq Hearings Panel within seven calendar days of receiving the Staff Determination, or by September 23, 2026, to appeal the delisting action.

What happens to Hub Group’s (HUBG) trading status after it requests a Nasdaq hearing?
A timely hearing request automatically stays the delisting action for 15 calendar days from the request date. Hub Group also intends to request a further stay of any suspension during the hearing process, though approval is not assured.

What plan does Hub Group (HUBG) have to regain Nasdaq listing compliance?
Hub Group plans to present the Nasdaq Hearings Panel with a plan to regain full compliance with Nasdaq’s continued listing requirements, tied to completing its delinquent periodic reports and previously announced financial statement restatement.

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

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false 0000940942 0000940942 2026-09-16 2026-09-16
 
 

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): September 16, 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 September 16, 2026, Hub Group, Inc. (the “Company”) received a Staff Delisting Determination (the “Staff Determination”) from the listing qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has initiated a process to delist the Company’s Class A common stock as a result of the Company not being in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities and Exchange Commission. The Staff Determination was issued because the Company had 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 by September 14, 2026, which was the last day of the 180-day extension period that had been previously granted by Nasdaq.

The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s Class A common stock.

The Company intends to appeal the Staff Determination by timely requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”). Nasdaq’s listing rules provide that the Company’s request for a hearing must be made within seven calendar days of its receipt of the Staff Determination, or by September 23, 2026. According to the Staff Determination, hearings are typically scheduled to occur approximately 30 to 45 days after the date of a company’s hearing request. The hearing request will automatically stay the suspension of trading of the Company’s Class A common stock for a period of 15 days from the date of the request. In connection with its request for a hearing, the Company also intends to request that the suspension be further stayed pending the hearing process. However, there can be no assurance that the Hearings Panel will grant the Company an extended stay pending the hearing process. In the event the Hearings Panel determines not to grant the Company an extended stay, the Company’s Class A common stock would be suspended from trading at the end of the 15-day automatic stay period and would remain suspended unless the Hearings Panel, in its written decision issued after the hearing, determines to reinstate the trading of the Class A common stock.

 

Item 7.01.

Regulation FD Disclosure.

On September 17, 2026, the Company issued a press release announcing its receipt of the Staff Determination. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is 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 September 17, 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 intended appeal of the Staff Determination and request for a hearing before the Hearings Panel, the Company’s intended request for an extended stay of the suspension of trading of its Class A Common Stock, 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 outcome of the Company’s anticipated request to Nasdaq for an extended stay of the delisting action and its appeal of the Staff Determination; the risk that the Hearings Panel will not grant the Company’s request for an extended stay causing the Company’s Class A common stock to be suspended from trading; 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: September 17, 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 Nasdaq Staff Delisting Determination Related to Delayed Filing of Periodic Reports

OAK BROOK, Ill., September 17, 2026 — Hub Group, Inc. (Nasdaq: HUBG) today announced that on September 16, 2026, it 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 has initiated a process to delist its 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 (collectively, the “Delinquent Reports”) and therefore is not in compliance with Nasdaq Listing Rule 5250(c)(1).

Receipt of the Staff Determination will not immediately result in the suspension of trading or delisting of the Company’s Class A common stock.

The Company intends to appeal the Staff Determination by timely requesting a hearing before the Nasdaq Hearings Panel. The hearing request must be made within seven calendar days from receipt of the determination, or no later than September 23, 2026. Under Nasdaq’s listing rules, the hearing request will automatically stay the delisting action for 15 calendar days from the date of the hearing request. The Company also intends to request a further stay of the delisting action pending completion of the hearing process. According to the Staff Determination, the Nasdaq Hearings Department typically schedules hearings, to the extent practicable, within 30 to 45 days of a company’s hearing request.

The Company intends to present to the Nasdaq Hearings Panel a compelling plan to regain full compliance with Nasdaq’s continued listing requirements. While there can be no assurance, the Company expects its Class A common stock to continue trading on the Nasdaq Global Select Market during the hearing process.

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 related to the continued trading of its Class A common stock, the outcome of the Company’s anticipated request to Nasdaq for an extended stay of the delisting action and its 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 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, 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

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