Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 16, 2026, Hub Group, Inc. (the “Company”) received a Staff Delisting Determination (the “Staff Determination”) from the listing qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has initiated a process to delist the Company’s Class A common stock as a result of the Company not being in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities and Exchange Commission. The Staff Determination was issued because the Company had not filed its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026 by September 14, 2026, which was the last day of the 180-day extension period that had been previously granted by Nasdaq.
The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s Class A common stock.
The Company intends to appeal the Staff Determination by timely requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”). Nasdaq’s listing rules provide that the Company’s request for a hearing must be made within seven calendar days of its receipt of the Staff Determination, or by September 23, 2026. According to the Staff Determination, hearings are typically scheduled to occur approximately 30 to 45 days after the date of a company’s hearing request. The hearing request will automatically stay the suspension of trading of the Company’s Class A common stock for a period of 15 days from the date of the request. In connection with its request for a hearing, the Company also intends to request that the suspension be further stayed pending the hearing process. However, there can be no assurance that the Hearings Panel will grant the Company an extended stay pending the hearing process. In the event the Hearings Panel determines not to grant the Company an extended stay, the Company’s Class A common stock would be suspended from trading at the end of the 15-day automatic stay period and would remain suspended unless the Hearings Panel, in its written decision issued after the hearing, determines to reinstate the trading of the Class A common stock.
Item 7.01.
Regulation FD Disclosure.