Hub Group (HUBG) CAO reports 111-share tax withholding and 81-share correction

Rhea-AI Filing Summary

Hub Group, Inc. Chief Accounting Officer Dennis P. Mathews reported a tax-withholding disposition of 111 shares of Class A Common Stock at $36.61 per share. This non-market transaction covered tax obligations and left him holding 9,516 shares directly.

A footnote explains that his previously reported beneficial ownership in earlier Form 3 and Form 4 filings was overstated. To correct those prior reports, his total beneficial ownership has been reduced by an additional 81 shares in the current disclosure.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mathews Dennis P.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	111	$36.61	$4K

Holdings After Transaction: Class A Common Stock — 9,516 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withholding shares: 111 shares Price per share: $36.61 per share Shares after transaction: 9,516 shares +1 more

4 metrics

Tax-withholding shares 111 shares Class A Common Stock used for tax-withholding disposition

Price per share $36.61 per share Value applied to 111-share tax-withholding disposition

Shares after transaction 9,516 shares Direct Class A Common Stock holdings following disposition

Ownership correction 81 shares Aggregate reduction to fix overstated prior beneficial ownership

Key Terms

tax-withholding disposition, beneficially owned, Class A Common Stock, Form 3, +1 more

5 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 111 shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

beneficially owned financial

"the total number of shares beneficially owned by the Reporting Person has been reduced"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Class A Common Stock financial

"security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 3 regulatory

"overstated in the Form 3 filed by the Reporting Person on 09/25/2025"

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

Form 4s regulatory

"and the Form 4s filed by the Reporting Person on 10/27/2025 and 01/06/2026"

Form 4s are regulatory filings that report changes in ownership of a company’s stock by insiders — such as executives, directors, or large shareholders — and must be filed shortly after they buy or sell shares. For investors, these filings are like a public receipt showing what people closest to the company are doing with their own money, offering a quick signal of insider confidence or concern that can inform trading decisions.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mathews Dennis P.

(Last) (First) (Middle)

HUB GROUP, INC.

2001 HUB GROUP WAY

(Street)

OAK BROOK ILLINOIS 60523

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Hub Group, Inc. [ HUBG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2026		F		111	D	$36.61	9,516(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The number of shares of Class A Common Stock previously reported as beneficially owned by the Reporting Person was overstated in the Form 3 filed by the Reporting Person on 09/25/2025 and the Form 4s filed by the Reporting Person on 10/27/2025 and 01/06/2026 (collectively, the "Prior Filings"). Accordingly, the total number of shares beneficially owned by the Reporting Person has been reduced by an aggregate of 81 shares to correct the overstatements in the Prior Filings.

	Dirk W. Andringa, Attorney-in-Fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did HUBG executive Dennis Mathews report?

Dennis P. Mathews reported a tax-withholding disposition of 111 shares of Hub Group Class A Common Stock. The shares were valued at $36.61 each and were used to satisfy tax liabilities rather than sold in an open-market transaction.

How many Hub Group (HUBG) shares does Dennis Mathews hold after this Form 4?

After the reported tax-withholding disposition, Dennis P. Mathews directly holds 9,516 shares of Hub Group Class A Common Stock. This figure reflects both the 111-share tax-related disposition and an 81-share reduction correcting earlier overstated beneficial ownership reports.

Was the HUBG insider transaction a market sale of shares?

No, the transaction was characterized as a tax-withholding disposition, not an open-market sale. Shares were delivered to cover tax obligations at a reported value of $36.61 per share, which is treated differently from discretionary buying or selling in the open market.

What prior errors did this Hub Group Form 4 correct?

The filing states that Mathews’ beneficial ownership had been overstated in a Form 3 and two earlier Form 4s. To correct those prior filings, his reported total beneficial ownership has been reduced by 81 shares in this new Form 4 disclosure.

Does the HUBG Form 4 indicate any remaining derivatives or options?

The derivative summary in the filing is empty, indicating no derivative positions are shown as remaining in this particular report. The filing focuses on common stock holdings and the tax-withholding disposition, with no additional derivative transactions listed.