Hub Group, Inc.

Hub Group, Inc. filed an amendment to its previous 8-K, providing details on the separation agreement with former Chief Financial Officer Kevin Beth. Mr. Beth, who departed on May 27, 2026, will provide transition services for six months, receiving monthly cash compensation of $45,688 and COBRA benefits, with unvested restricted stock continuing to vest. Following the transition, he will receive severance benefits including a lump sum cash payment equal to three months of his base salary, additional COBRA benefits, pro-rata vesting of remaining restricted stock, outplacement services, and an executive physical.

Hub Group, Inc. announced significant leadership changes, appointing Todd Heeter as interim Chief Financial Officer and Treasurer, effective May 28, 2026. This follows the departure of Kevin Beth from the CFO role and Brian Meents as Executive Vice President and Chief Operating Officer on May 27, 2026. These changes are described as "corrective actions" in connection with an Audit Committee review, which necessitates the restatement of financial statements for 2023, 2024, and the first three quarters of 2025. The company anticipates filing its 2025 Form 10-K and Q1 2026 Form 10-Q by September 14, 2026, while also noting balanced demand and stronger pricing in Q2 2026.

Hub Group, Inc. received an expected notice from Nasdaq on May 19, 2026, indicating non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Quarterly Report on Form 10-Q for Q1 2026. This follows a previous notice for the delayed 2025 Form 10-K, for which Nasdaq granted an exception until September 14, 2026. The company must submit an updated compliance plan by June 3, 2026, and intends to file all delinquent reports by the September 14, 2026 deadline, with no immediate impact on its stock listing. The delays stem from ongoing restatements of financial statements for prior periods.

Hub Group, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.125 per share for its Class A and Class B Common Stock. This dividend is scheduled for payment on June 17, 2026, to stockholders who are on record as of June 5, 2026. The company's quarterly cash dividend program, totaling $0.50 per share annually, aligns with its previously communicated growth-focused capital allocation strategy.

Hub Group, Inc. announced it received a Nasdaq non-compliance notice on May 19, 2026, due to its failure to timely file its Form 10-Q for the quarter ended March 31, 2026. This notice, related to Nasdaq Listing Rule 5250(c)(1), does not immediately affect the company's stock listing or trading. Hub Group has a previously granted 180-day exception period until September 14, 2026, to regain compliance and is actively working to complete financial restatements for 2023, 2024, and the first three quarters of 2025, along with filing its 2025 Form 10-K and the overdue Q1 2026 Form 10-Q.

Hub Group announced it will restate its financial statements for the years ended December 31, 2024 and 2023, as well as for the first, second, and third quarters of 2025. This decision follows a review by the Audit Committee that identified prematurely or incorrectly recognized transactions. Consequently, the company has delayed filing its Form 10-K for 2025 and Form 10-Q for Q1 2026, and Nasdaq has granted a 180-day exception period until September 14, 2026, for compliance. The company noted no expected impact on total cash or operating cash flow for any periods, and provided a brief update on Q1 2026 business performance, including steady Intermodal demand and new Logistics business.

Hub Group, Inc.'s Audit Committee, upon management's recommendation, has 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. This decision follows a review that identified prematurely or incorrectly recognized transactions and inadequate support. The company anticipates concluding that its disclosure controls and internal control over financial reporting were ineffective for both years.