Hub Group says it expects to be told its shares will be delisted

Hub Group arranges and hauls freight. It puts shipping boxes on trains and trucks. It runs warehouses. It manages transport for other firms. It has about 6,000 workers and drivers. [C7][C7] About Hub GroupHub Group offers comprehensive transportation and logistics management solutions. ... 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"Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm It expects sales of $3.6 billion to $3.8 billion this year. [C6][C6] Full Year 2026 OutlookFor full year 2026, the Company estimates consolidated operating revenue of approximately $3.6 to $3.8 billion and capital expenditures of approximately $40 million to $50 million.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

In early 2026 the firm told investors it had an accounting problem. Since then it has been rewriting its results for 2024 and 2023. It is redoing the first three quarters of 2025 too. Its 2025 annual report has never been filed. [C8][C8] Restatement and Financial Reporting UpdateHub 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, and to file its Form 10-K for the year ended December 31, 2025, which will include results for the year ended December 31, 2025, which have not been previously issued, and restated results for the fiscal years ended December 31, 2024 and 2023, as well as its Forms 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm The Yeager family runs the firm. David Yeager led it from 1995 to 2022. His son Phillip took over after him. [C9][C9] Item 5.02 — Appointment of Chief Executive OfficerOn September 13, 2026, the Board of Directors (the "Board") of the Company appointed David P. Yeager as Chairman and Chief Executive Officer of the Company, effective immediately. Mr. David Yeager, age 73, served as Executive Chairman from January 2023 until his current appointment and previously served as Chief Executive Officer from March 1995 to December 2022. Phillip D. Yeager will continue to serve as President and Vice Chairman of the Company. Mr. David Yeager is the father of Mr. Phillip Yeager.Hub Group, Inc. current report on Form 8-K, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221d8k.htm

In May the company told investors it expected to file both late reports on or before September 14, 2026. [C15][C15] Item 3.01The Company intends to timely submit an updated plan to Nasdaq to regain compliance with the Rule, indicating that it expects to file the 2025 Form 10-K and Q126 Form 10-Q on or prior to September 14, 2026.Hub Group, Inc. current report on Form 8-K, filed May 21, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526234605/d70242d8k.htm

The first is the listing. Nasdaq gave Hub Group until September 14, 2026 to file the three late reports. The firm says it needs more time. It now expects to file them in the last three months of the year. It also expects Nasdaq to write and say the stock will be delisted. That letter does not stop the shares trading. The firm plans to ask for a hearing within seven days. That freezes any action for 15 days. It expects the shares to keep trading while the appeal runs. [C1][C1] Restatement and Financial Reporting UpdateThe Nasdaq Stock Market LLC ("Nasdaq") granted the Company an exception through September 14, 2026 to file its Form 10-K for the year ended December 31, 2025 and Forms 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026 with the Securities and Exchange Commission and regain compliance with Nasdaq Listing Rule 5250(c)(1). The Company has determined that it needs additional time to complete the restatements and related audits of its financial statements and expects to complete such filings in the fourth quarter of 2026. As a result, the Company expects to receive a Staff Delisting Determination letter from the Listing Qualifications Department of Nasdaq notifying the Company that its Class A common stock will be delisted.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm [C5][C5] Restatement and Financial Reporting UpdateThe Company intends to timely request a hearing before the Nasdaq Hearings Panel to appeal the determination within seven calendar days from receipt of any determination. The submission of this request would automatically stay any suspension or delisting action for 15 calendar days from the date of the request. It is further anticipated that in connection with the request for a hearing, the Company will seek a further stay of any suspension or delisting action pending the hearing process. Hearings are typically scheduled to occur approximately 30 to 45 days after the date of a company's hearing request.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

The second is the father coming back. On September 13, 2026 the board made David Yeager, 73, chairman and chief executive again. He had handed the job to his son four years earlier. His son Phillip stays on as president and vice chairman. A new finance chief has been hired from a food firm. He cannot start until the 2025 annual report is filed. [C9][C9] Item 5.02 — Appointment of Chief Executive OfficerOn September 13, 2026, the Board of Directors (the "Board") of the Company appointed David P. Yeager as Chairman and Chief Executive Officer of the Company, effective immediately. Mr. David Yeager, age 73, served as Executive Chairman from January 2023 until his current appointment and previously served as Chief Executive Officer from March 1995 to December 2022. Phillip D. Yeager will continue to serve as President and Vice Chairman of the Company. Mr. David Yeager is the father of Mr. Phillip Yeager.Hub Group, Inc. current report on Form 8-K, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221d8k.htm [C10][C10] Item 5.02 — Appointment of Chief Financial Officer-ElectOn September 13, 2026, the Board appointed Patrick O'Donnell as Chief Financial Officer and Treasurer of the Company, effective following the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Effective Date"). Prior to the Effective Date, Todd Heeter will continue to serve as Chief Financial Officer and Treasurer of the Company, and Mr. O'Donnell will serve as a non-executive employee of the Company.Hub Group, Inc. current report on Form 8-K, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221d8k.htm

The third is what catching up costs. The interim finance chief is a consultant. His monthly fee rises to $175,000 on December 1, 2026. He gets $1.25 million more if the 2025 annual report is filed by December 31, 2026. His contract now runs to April 30, 2027. [C3][C3] Item 5.02 — Amendment to Interim CFO Consulting AgreementThe Letter Agreement extends the term ("Term") of the Consulting Agreement to April 30, 2027 and, effective December 1, 2026, increases the monthly cash consulting fee payable to Consultant thereunder to $175,000. Additionally, the Letter Agreement provides that the Consultant will be entitled to receive a cash retention bonus of $1,250,000, payable after the Company files its Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"), provided that, except as set forth therein, the 2025 Form 10-K is filed on or before December 31, 2026Hub Group, Inc. current report on Form 8-K, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221d8k.htm

Underneath all that, the lenders blinked first. On September 11, 2026 they pushed the date for the late statements to November 30, 2026. They also agreed that the cost of the accounting mess can be added back when the loan tests are worked out. That keeps the loans onside while the numbers stay missing. [C4][C4] Credit Agreement AmendmentOn September 11, 2026, the Company amended its revolving credit agreement. The amendment extends the deadline for delivery to the lenders of the Company's audited annual financial statements for the year ended December 31, 2025 and its unaudited quarterly financial statements for the quarterly periods ended March 31, 2026, June 30, 2026 and September 30, 2026 to November 30, 2026.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm [C11][C11] Item 1.01 — Third Amendment to Credit Agreementthe definition of "EBITDA" (as defined in the Credit Agreement) was amended to include an add-back for expenses incurred on or prior to December 31, 2026 in connection with the events and circumstances disclosed in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 5, 2026 and May 12, 2026 or otherwise related to the Company's restatement of its financial statements for the years ended December 31, 2024 and 2023.Hub Group, Inc. current report on Form 8-K, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221d8k.htm

The firm also gave a first look at 2026. Sales came in near plan. It still expects a loss for the first half before one-time charges. It blames higher fuel, rail and trucking costs, weak warehouse demand, and the bill for the accounting review. At June 30, 2026 it held $132 million of cash against $198 million of debt. In August it drew $75 million from its $450 million revolving loan. [C2][C2] Preliminary First and Second Quarter 2026 Financial ResultsBased on preliminary financial results, revenue trends through the first half of 2026 have been near Company expectations, with consolidated operating revenue expected to be in the range of $1.70 billion to $1.80 billion. ... The Company is not providing a range of operating income or loss due to ongoing financial closing procedures but does anticipate reporting an operating loss for the first half of 2026 before the impact of one-time charges.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm [C12][C12] Preliminary First and Second Quarter 2026 Financial ResultsAs of June 30, 2026, Hub Group had cash and cash equivalents of approximately $132 million and restricted cash of approximately $28 million. Debt at June 30, 2026 totaled approximately $198 million, which after giving effect to cash and cash equivalents of approximately $132 million, resulted in net debt of approximately $66 million. ... In August 2026, the Company borrowed $75 million under its $450 million revolving credit facility.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

The 2026 numbers may still move. The firm calls them early and unaudited. It says the final results may differ a lot. [C13][C13] Preliminary Financial ResultsThe financial results for the first and second quarters of 2026 contained in this press release are preliminary and unaudited and represent management's estimates based on information available as of the date of this release. ... The Company's actual results may differ materially from these preliminary estimates, and additional adjustments may be identified as the Company completes its financial reporting and restatement processes.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

The size of the loss is not given. The firm says it expects a loss for the first half. It will not put a range on it. [C2][C2] Preliminary First and Second Quarter 2026 Financial ResultsBased on preliminary financial results, revenue trends through the first half of 2026 have been near Company expectations, with consolidated operating revenue expected to be in the range of $1.70 billion to $1.80 billion. ... The Company is not providing a range of operating income or loss due to ongoing financial closing procedures but does anticipate reporting an operating loss for the first half of 2026 before the impact of one-time charges.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

What the accounting review found is not in this filing. The firm does not say how big the fixes to 2023 and 2024 will be. [C8][C8] Restatement and Financial Reporting UpdateHub 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, and to file its Form 10-K for the year ended December 31, 2025, which will include results for the year ended December 31, 2025, which have not been previously issued, and restated results for the fiscal years ended December 31, 2024 and 2023, as well as its Forms 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

Nobody knows whether Nasdaq will give the firm more time. The firm says it will present a plan, and says there can be no assurances. [C14][C14] Restatement and Financial Reporting UpdateWhile there can be no assurances, the Company expects that the Company's Class A common stock will continue to trade on the Nasdaq Global Select Market during the hearing process. In addition, the Company expects to present to the Nasdaq Hearings Panel a compelling plan to regain full compliance with Nasdaq's continued listing requirements and to secure sufficient time to execute such plan.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm

The filing date is a hope, not a promise. The firm says the last three months of 2026. Its lenders say November 30. Its interim finance chief's bonus turns on December 31. [C1][C1] Restatement and Financial Reporting UpdateThe Nasdaq Stock Market LLC ("Nasdaq") granted the Company an exception through September 14, 2026 to file its Form 10-K for the year ended December 31, 2025 and Forms 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026 with the Securities and Exchange Commission and regain compliance with Nasdaq Listing Rule 5250(c)(1). The Company has determined that it needs additional time to complete the restatements and related audits of its financial statements and expects to complete such filings in the fourth quarter of 2026. As a result, the Company expects to receive a Staff Delisting Determination letter from the Listing Qualifications Department of Nasdaq notifying the Company that its Class A common stock will be delisted.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm [C3][C3] Item 5.02 — Amendment to Interim CFO Consulting AgreementThe Letter Agreement extends the term ("Term") of the Consulting Agreement to April 30, 2027 and, effective December 1, 2026, increases the monthly cash consulting fee payable to Consultant thereunder to $175,000. Additionally, the Letter Agreement provides that the Consultant will be entitled to receive a cash retention bonus of $1,250,000, payable after the Company files its Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"), provided that, except as set forth therein, the 2025 Form 10-K is filed on or before December 31, 2026Hub Group, Inc. current report on Form 8-K, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221d8k.htm [C4][C4] Credit Agreement AmendmentOn September 11, 2026, the Company amended its revolving credit agreement. The amendment extends the deadline for delivery to the lenders of the Company's audited annual financial statements for the year ended December 31, 2025 and its unaudited quarterly financial statements for the quarterly periods ended March 31, 2026, June 30, 2026 and September 30, 2026 to November 30, 2026.Hub Group press release on preliminary results and the restatement, filed as an exhibit September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/940942/000119312526391228/d137221dex991.htm