[8-K] HUB Group Inc Reports Material Event

Rhea-AI Filing Summary

OFA Group’s Form 20-F covers FY 2025 (ended 31 Mar 25), the first annual report since its 22 May 25 Nasdaq IPO (symbol OFAL).

• Revenue dropped to $202,007, down 62% from $530,606 in FY 2024.
• Net loss widened to $714,680 (FY 2024: $93,197), driving an accumulated deficit of $1.03 million.
• Backlog rose to $491,279, +141% YoY, offering some future revenue visibility.
• 9,611,111 ordinary shares were outstanding at year-end.

Operations are conducted solely through a Hong Kong subsidiary; 100 % of revenue derives from fixed-price contracts. Two customers supplied 36% of FY 2025 sales, underscoring concentration risk. The filing cites extensive risk factors: competitive pressures, Hong Kong/PRC regulatory uncertainty, inflation impacts on fixed-price work, and cybersecurity threats.

The audit identified material weaknesses—inadequate segregation of duties and insufficient related-party procedures—though management has appointed a full-time CFO, formed an independent audit committee and adopted new controls to remediate them. No PCAOB inspection impediments are noted because auditor M&K CPAS LLC is U.S. based.

Key take-away: despite a larger backlog and U.S. listing, the company remains early-stage, loss-making and exposed to execution, customer and jurisdictional risks.

Positive

• Backlog up 141% YoY, rising to $491,279, indicating potential future revenue growth.
• Successful Nasdaq Capital Market listing on 22 May 2025 provides access to public equity and increased visibility.

Negative

• Revenue fell 62% to $202,007, signalling significant demand deterioration.
• Net loss widened to $714,680, eroding shareholder equity and creating an accumulated deficit of $1.03 M.
• Material weaknesses in internal control over financial reporting identified by auditors.
• Customer concentration: two clients accounted for 36% of FY 2025 revenue.
• Exclusive reliance on fixed-price contracts exposes company to cost-overrun risk amid inflation.
• Operations confined to Hong Kong; subject to PRC oversight uncertainties and geopolitical tensions.

Insights

Financial Analyst

TL;DR: Revenue collapsed 62% while losses ballooned; backlog growth and Nasdaq listing offer upside but overall picture remains financially weak.

FY 2025 revenue of $0.20 M is immaterial for a listed entity and signals contracting demand or project delays. The 7.7× jump in net loss relative to FY 2024 reflects operating leverage issues and IPO-related costs. Gross backlog at $0.49 M exceeds current-year revenue, suggesting a rebound pipeline, yet conversion risk is high given 100 % fixed-price exposure and inflationary pressures. Cash details are not disclosed here, so liquidity post-IPO is unclear. Until top-line traction improves and internal-control weaknesses are fully remediated, equity valuation should remain speculative.

Risk Analyst

TL;DR: Heavy customer concentration, Hong Kong regulatory overhang and control deficiencies elevate operational and governance risk.

The firm relies on a single Hong Kong subsidiary; PRC ‘long-arm’ provisions could interrupt cash flows or impose new compliance burdens. Two clients supply over one-third of revenue and all contracts are fixed price—both amplify earnings volatility. Identified material-control weaknesses raise the probability of reporting errors or fraud until remediation proves effective. Lack of professional liability insurance further heightens downside in the event of project failures. Overall, risk profile remains high despite PCAOB-compliant U.S. auditor.

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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):  July 31, 2025

_______________________________

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)

(630) 271-3600

(Registrant's telephone number, including area code)

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 2.02. Results of Operations and Financial Condition.

On July 31, 2025, Hub Group, Inc. issued a press release announcing its second quarter 2025 results from operations. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information furnished in Item 2.02 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, and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.		Description
99.1		Press release issued on July 31,2025 announcing second quarter 2025 operating results for Hub Group, Inc.
104		The cover page from this Current Report on Form 8-k, formatted in Inline XBRL

SIGNATURE

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: July 31, 2025	By:	/s/ Kevin W. Beth
		Kevin W. Beth
		Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What were OFAL’s FY 2025 revenue and net loss?

Revenue was $202,007; net loss was $714,680, versus a $93,197 loss in FY 2024.

How did OFA Group’s backlog change year over year?

Backlog increased to $491,279 from $204,014, a 141% rise.

How many OFAL ordinary shares were outstanding at March 31 2025?

There were 9,611,111 ordinary shares outstanding.

When did OFA Group complete its IPO and where are its shares traded?

The company consummated its IPO on 22 May 2025; shares trade on the Nasdaq Capital Market under ticker OFAL.

What material weaknesses did the auditor identify?

They relate to inadequate segregation of duties and insufficient procedures for related-party transactions; remediation efforts are underway.

How concentrated is OFAL’s customer base?

Two customers contributed 36% of FY 2025 revenue; in FY 2024, three customers supplied 49%.