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  4. [8-K] Hub Group, Inc. Reports Material Event

Hub Group (NASDAQ: HUBG) installs interim CFO as it works through multi-year restatement

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

Rhea-AI Filing Summary

Hub Group, Inc. announced significant leadership changes and provided an update on its ongoing accounting review and financial restatement. The board appointed Todd Heeter as interim Chief Financial Officer and Treasurer under a consulting agreement paying $125,000 per month for an initial six-month term.

Former CFO Kevin Beth and Chief Operating Officer Brian Meents have departed, though both will assist on a consulting basis during a transition period. Hub Group continues work to restate prior financial statements for 2023–2024 and certain 2025 quarters and expects to file its 2025 Form 10-K and Q1 2026 Form 10-Q on or before September 14, 2026.

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Insights

Leadership shake-up tied to ongoing restatement and reporting delays.

Hub Group is replacing both its Chief Financial Officer and Chief Operating Officer while it completes a multi-year financial restatement. An interim CFO, engaged via a consulting firm at $125,000 per month, signals a near-term focus on technical accounting and reporting.

The company plans to restate results for 2023–2024 and several 2025 quarters and targets filing its 2025 Form 10-K and Q1 2026 Form 10-Q by September 14, 2026. Until those filings are complete, investors have limited visibility into recent performance and controls enhancements.

The press release notes efforts to enhance financial reporting processes and internal accounting controls. Actual impact on valuation and financing flexibility will depend on the final restated figures and the timeliness of becoming current with SEC periodic reports.

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 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.
Interim CFO consulting fee $125,000 per month Consulting agreement for interim CFO role
Consulting term Six months Initial term of The Heeter Group consulting agreement
Restatement years 2023 and 2024 Previously issued annual financial statements to be restated
Restatement quarters Q1, Q2, Q3 2025 Quarterly periods to be restated
Target filing deadline On or before September 14, 2026 Expected filing date for 2025 Form 10-K and Q1 2026 Form 10-Q
Employees and drivers Approximately 6,000 Company workforce description
restatement financial
"work through the restatement of our financial statements and implement enhancements to our internal accounting controls"
A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.
internal accounting controls financial
"implement enhancements to our internal accounting controls"
Internal accounting controls are the checks, procedures and routines a company uses to make sure money and financial records are handled correctly, transactions are recorded accurately, and errors or fraud are caught early. For investors, these controls matter because they increase confidence that the financial reports reflect the business’s true performance—like locks, receipts and cross-checks that prevent mistakes and concealment—so investment decisions rely on trustworthy numbers.
Form 10-K regulatory
"expects to file its 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
"its Form 10-Q for the quarter ended March 31, 2026, on or prior to September 14, 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.
forward-looking statements regulatory
"Statements in this press release that are not historical facts are forward-looking statements, provided pursuant to the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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"

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FAQ

What leadership changes did Hub Group (HUBG) announce in this 8-K?
Hub Group appointed Todd Heeter as interim Chief Financial Officer and Treasurer, while former CFO Kevin Beth and Chief Operating Officer Brian Meents departed their roles. Beth and Meents will remain available on a consulting basis during a transition period as the company completes its accounting review.

How is Hub Group (HUBG) compensating the interim CFO and for how long?
Hub Group entered into a consulting agreement with The Heeter Group, LLC, under which it will pay a monthly cash consulting fee of $125,000. The agreement has an initial six-month term, with the company holding the option to extend it for additional six-month periods.

Which financial statements is Hub Group (HUBG) restating?
Hub Group is restating its previously issued 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. These restated results will be included with upcoming SEC periodic reports.

When does Hub Group (HUBG) expect to become current with key SEC filings?
The company expects to file its Form 10-K for the year ended December 31, 2025, including restated 2023 and 2024 results, and its Form 10-Q for the quarter ended March 31, 2026, on or prior to September 14, 2026, subject to completing the accounting review and audit.

How is Hub Group (HUBG) addressing its financial reporting and controls issues?
The company states it is enhancing its financial reporting processes and internal accounting controls in connection with an audit committee-directed review. Leadership changes, including appointing an interim CFO, are described as part of corrective actions while the company works to finalize restated financial statements.
false 0000940942 0000940942 2026-05-27 2026-05-27
 
 

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 27, 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 5.02.

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

Appointment of Interim Chief Financial Officer; Departure of Chief Financial Officer

On May 27, 2026, the Board of Directors of Hub Group, Inc. (the “Company”) appointed Todd Heeter to serve as interim Chief Financial Officer and Treasurer of the Company, effective May 28, 2026, replacing Kevin Beth, who departed the Company on May 27, 2026.

In connection with the appointment of Mr. Heeter as interim Chief Financial Officer and Treasurer, on May 27, 2026, the Company entered into a consulting agreement (the “Consulting Agreement”) with The Heeter Group, LLC (the “Consultant”) for the provision of Mr. Heeter’s services in such capacity. The Consulting Agreement has an initial six-month term, which term may be extended for additional six-month periods at the Company’s election. During the term of the Consulting Agreement, the Company has agreed to pay the Consultant a monthly cash consulting fee of $125,000. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Heeter, age 53, is the founder of The Heeter Group, a finance, accounting and strategic advisory firm that provides executive-level advisory engagements for public and private companies, where he has served as Chief Executive Officer since 2016. During his tenure, he has been engaged by clients across a variety of industries to serve in finance and accounting leadership roles on a permanent and consulting basis, including as Chief Financial Officer and Chief Accounting Officer.

Mr. Heeter does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related party transactions or relationships between Mr. Heeter and the Company that would require disclosure under Item 404(a) of Regulation S-K. Other than the Consulting Agreement, there are no arrangements or understandings between Mr. Heeter and any other person pursuant to which Mr. Heeter was appointed as an officer of the Company.

The Company expects to enter into a separation agreement with Mr. Beth at a later date and will disclose the terms of such separation agreement by an amendment to this Current Report on Form 8-K.

Departure of Chief Operating Officer

On May 27, 2026, Brian Meents, Executive Vice President and Chief Operating Officer, departed the Company. The Company has not appointed a successor, and at this time, the responsibilities of the Chief Operating Officer role will be assumed by other members of the Company’s leadership team.

 

Item 7.01

Regulation FD Disclosure.

On May 28, 2026, the Company issued a press release announcing, among other things, the executive officer changes described in Item 5.02. 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
10.1    Consulting Agreement, dated as of May 27, 2026, by and among Hub Group, Inc., The Heeter Group, LLC and Todd Heeter.
99.1    Press release issued on May 28, 2026.
104   

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

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: June 2, 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 Announces Leadership Changes

Todd Heeter Appointed Chief Financial Officer and Treasurer on Interim Basis

Kevin Beth and Brian Meents Have Departed the Company

OAK BROOK, Ill., May 28, 2026 — Hub Group, Inc. (Nasdaq: HUBG) today announced the following changes to its leadership team.

Todd Heeter has been appointed Chief Financial Officer and Treasurer on an interim basis, effective immediately. Mr. Heeter brings over 30 years of experience in finance and accounting. He founded The Heeter Group which provides Chief Financial Officer, Chief Accounting Officer, and strategic advisory services to public and private companies. He has served as Chief Financial Officer and in other finance roles on a permanent and consulting basis across a variety of industries including distribution, financial services, healthcare, technology, manufacturing, SaaS, and other industries.

Concurrent with Mr. Heeter’s appointment, Kevin Beth has departed from his position as Executive Vice President, Chief Financial Officer and Treasurer of the Company. In addition, Brian Meents has departed from his position as Executive Vice President and Chief Operating Officer of the Company. Both Mr. Beth and Mr. Meents will be available to the Company on a consulting basis for a transition period.

“The Hub Group Board of Directors views the integrity of the Company’s financial statements as a key pillar of our ongoing success,” said Peter McNitt, Lead Director, and Gary Yablon, Chair of the Audit Committee. “In connection with the review conducted under the direction of the Audit Committee, we are taking corrective actions, including enhancing our financial reporting processes and making changes to the Company’s leadership team. We will continue to prioritize finalizing our financial statements and becoming current with the filing of our periodic reports with the SEC.”

“The Board appreciates Todd joining Hub Group and taking on the role of CFO and Treasurer on an interim basis as we work through the restatement of our financial statements and implement enhancements to our internal accounting controls,” added David Yeager, Executive Chairman. “Todd is a seasoned finance and accounting executive with many years of experience stepping into roles such as this one. I look forward to working closely with him, Phil and the rest of the team as we continue to focus on delivering for the Company’s customers and shareholders. We remain confident in Hub Group’s opportunities ahead.”

Mr. Heeter’s appointment as Chief Financial Officer is for an initial term of six months and may be extended at the Company’s election. The Company has initiated a search for a permanent Chief Financial Officer with the assistance of a leading national search firm. At this time, the Chief Operating Officer responsibilities will be absorbed by other senior leaders.

Accounting Review and Second Quarter 2026 Business Performance Updates

Hub Group continues to work diligently to complete the restatement of its previously issued 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. The Company expects to file its Form 10-K for the year ended December 31, 2025, which will include restated results for the years ended December 31, 2024 and 2023, as well as its Form 10-Q for the quarter ended March 31, 2026, on or prior to September 14, 2026.

“As we take the necessary steps to complete our accounting review and enhance our financial reporting processes, we remain focused on executing our strategy and serving our customers. In the second quarter of 2026 to date, we executed a successful bid season and saw balanced demand trends and stronger pricing as well as increased opportunity for over the road conversion. We continued to onboard significant new business in Logistics, while Brokerage volumes reflected our ongoing focus on improving profitability and expanding revenue per load. With our strong customer relationships and leading market position, our team continues to work to drive growth, improve profitability and increase operating cash flows,” said Phil Yeager, President, Chief Executive Officer and Vice Chairman.

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 Company’s 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, the effect of Hub Group’s actions to drive growth, improve profitability, expand revenue per load and increase operating cash flows, 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

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