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

Hub Group (NASDAQ: HUBG) flags material misstatements and weak controls in 2023–2024 results

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

Rhea-AI Filing Summary

Hub Group, Inc. announced that its Audit Committee, after discussions with management, concluded that the audited consolidated financial statements for the years ended December 31, 2024 and 2023 are materially misstated and should no longer be relied upon. Any prior reports, earnings releases, investor presentations or similar communications describing those financial statements are also not reliable. The conclusion follows a review that found certain transactions were prematurely or incorrectly recognized or not adequately supported, and the company is continuing to review additional accounting issues that may further affect those years. Hub Group expects to conclude that it did not maintain effective disclosure controls and procedures and internal control over financial reporting for 2024 and 2023, and is assessing remediation steps. Management and the Audit Committee have discussed these matters with Ernst & Young LLP, the company’s independent registered public accounting firm.

Positive

  • None.

Negative

  • Material misstatements and control failures: Hub Group’s Audit Committee determined the 2023 and 2024 audited financial statements are materially misstated and not reliable, and the company expects to conclude its disclosure controls and internal control over financial reporting for those years were not effective.

Insights

Hub Group flags material misstatements and control failures for 2023–2024.

Hub Group, Inc. disclosed that its Audit Committee determined the audited financial statements for the years ended December 31, 2024 and 2023 are materially misstated and should not be relied on. Prior communications referencing those statements are also affected, indicating a broad impact on historical disclosures.

The company’s internal review identified transactions that were prematurely or incorrectly recognized or not adequately supported, and it is still examining additional accounting issues. Hub Group also expects to conclude that its disclosure controls and procedures and internal control over financial reporting were not effective for 2024 and 2023, signaling significant control weaknesses.

Management and the Audit Committee have discussed these matters with independent auditor Ernst & Young LLP. The company cites risks related to completing restatements and potential further delays in closing and auditing its consolidated financial statements for the year ended December 31, 2025, so future filings will be important for clarifying the full impact once available.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance
Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.
Affected fiscal year 2024 Audited consolidated financial statements for year ended December 31, 2024 deemed materially misstated
Affected fiscal year 2023 Audited consolidated financial statements for year ended December 31, 2023 deemed materially misstated
Future audit period referenced 2025 Risk of further delay in audit of consolidated financial statements for year ended December 31, 2025
materially misstated financial
"were in each case materially misstated and should no longer be relied upon"
disclosure controls and procedures regulatory
"expects to conclude that it did not maintain effective disclosure controls and procedures"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
internal control over financial reporting regulatory
"did not maintain effective disclosure controls and procedures and internal control over financial reporting"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
forward-looking statements regulatory
"are forward-looking statements provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995"
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.
restatement of its financial statements financial
"include, but are not limited to: the Company’s ability to complete the restatement of its financial statements"

FAQ

What did Hub Group (HUBG) disclose about its 2023 and 2024 financial statements?
Hub Group disclosed that its audited consolidated financial statements for the years ended December 31, 2024 and 2023 are materially misstated and should no longer be relied upon. Any prior reports, earnings releases, or investor communications describing those statements are likewise considered unreliable.

Why are Hub Group’s (HUBG) prior financial statements no longer reliable?
A review directed by Hub Group’s Audit Committee identified certain transactions that were prematurely or incorrectly recognized or not adequately supported. This led to the conclusion that the 2023 and 2024 audited financial statements are materially misstated and should not be relied upon by investors or other users.

How are Hub Group’s (HUBG) internal controls described in this disclosure?
Hub Group states it is assessing its disclosure controls and procedures and internal control over financial reporting and expects to conclude they were not effective for 2024 and 2023. The company also plans to implement appropriate remediation steps in response to the identified accounting and control issues.

Has Hub Group (HUBG) discussed these matters with its independent auditor?
Yes. Hub Group states that management and the Audit Committee have discussed the identified accounting issues, non-reliance conclusion, and control concerns with its independent registered public accounting firm, Ernst & Young LLP, as part of the ongoing review and remediation process.

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

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Understanding 8-K Material Events →
false 0000940942 0000940942 2026-05-11 2026-05-11
 
 

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 11, 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 4.02.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 11, 2026, the Audit Committee of the Board of Directors of Hub Group, Inc. (the “Company”), following discussion with and upon the recommendation of management, concluded that the previously issued audited consolidated financial statements of the Company as of and for each of the years ended December 31, 2024 (the “2024 Financial Statements”) and 2023 (the “2023 Financial Statements”) included in the Company’s Annual Reports on Form 10-K filed on February 25, 2025 and February 27, 2024, respectively, were in each case materially misstated and should no longer be relied upon. Any previously furnished or filed reports, earnings releases, investor presentations or similar communications of the Company describing the 2024 Financial Statements or the 2023 Financial Statements (or any portion thereof) should no longer be relied upon.

The determination follows a review, conducted under the direction of the Audit Committee, that identified certain transactions that were prematurely or incorrectly recognized or not adequately supported. The Company is continuing to review additional accounting issues that may potentially further impact the 2024 Financial Statements and/or the 2023 Financial Statements, but does not believe any such additional issues will alter the non-reliance conclusion. The Company is also continuing to assess the effectiveness of its disclosure controls and procedures and internal control over financial reporting and appropriate remediation steps. The Company expects to conclude that it did not maintain effective disclosure controls and procedures and internal control over financial reporting for each of the years ended December 31, 2024 and 2023.

Management and the Audit Committee have discussed the matters described in this Item 4.02 with the Company’s independent registered public accounting firm, Ernst & Young LLP.

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 potential further impact of the Company’s review of additional accounting issues on the 2024 Financial Statements and/or the 2023 Financial Statements 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 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: May 12, 2026    
    By:  

/s/ Kevin W. Beth

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

Source: View Original Filing on SEC EDGAR

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