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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025 or


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-27754

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware		36-4007085
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2001 Hub Group Way

Oak Brook, Illinois 60523

(Address, including zip code, of principal executive offices)

(630) 271-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $.01 per share	HUBG	NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On October 29, 2025, the registrant had 60,578,607 outstanding shares of Class A common stock, par value $.01 per share, and 574,903 outstanding shares of Class B common stock, par value $.01 per share.

HUB GROUP, INC.

TABLE OF CONTENTS


	Page
PART I. Financial Information	3

Item 1. Financial Statements
Condensed Consolidated Balance Sheets – September 30, 2025 (unaudited) and December 31, 2024	3
Unaudited Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2025 and 2024	5
Unaudited Condensed Consolidated Statements of Stockholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024	6
Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024	7
Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures about Market Risk	25
Item 4. Controls and Procedures	25
PART II. Other Information	25
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HUB GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


	September 30,			December 31,
	2025			2024
ASSETS	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	119,699		$	98,248
Restricted cash		26,806			28,700
Accounts receivable trade, net		592,202			581,516
Accounts receivable other		13,578			10,880
Prepaid taxes		12,890			15,115
Prepaid expenses and other current assets		23,158			33,870
TOTAL CURRENT ASSETS		788,333			768,329

Restricted investments		20,700			21,642
Property and equipment, net		764,386			739,896
Right-of-use assets - operating leases		231,588			233,651
Right-of-use assets - financing leases		563			1,062
Other intangibles, net		251,892			267,357
Goodwill		818,150			814,309
Other non-current assets		25,109			22,097
TOTAL ASSETS	$	2,900,721		$	2,868,343

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable trade	$	243,415		$	279,982
Accounts payable other		30,244			29,069
Accrued payroll		34,511			32,833
Accrued other		85,672			91,441
Lease liability - operating leases		46,205			45,492
Lease liability - financing leases		434			663
Current portion of long-term debt		94,520			100,001
TOTAL CURRENT LIABILITIES		535,001			579,481

Deferred consideration		28,579			30,639
Long-term debt		160,479			164,361
Other non-current liabilities		51,786			51,004
Lease liability - operating leases		197,057			197,664
Lease liability - financing leases		64			330
Deferred taxes		172,200			152,913

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2025 and 2024.		-		-
Common stock
Class A: $.01 par value; 97,337,700 shares authorized; 72,303,228 shares issued in both 2025 and 2024; 60,607,391 shares outstanding in 2025 and 60,746,745 shares outstanding in 2024		723			723
Class B: $.01 par value; 662,300 shares authorized; 574,903 shares issued and outstanding in 2025 and 2024.		6			6
Additional paid-in capital		222,446			222,039
Retained earnings		2,080,174			2,022,265
Accumulated other comprehensive gain (loss)		4,255			(1,453	)
Treasury stock; at cost, 11,695,837 shares in 2025 and 11,556,483 shares in 2024		(605,188	)		(598,583	)
Total Hub Group, Inc. equity		1,702,416			1,644,997
Non-controlling interests		53,139			46,954
TOTAL STOCKHOLDERS' EQUITY		1,755,555			1,691,951
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,900,721		$	2,868,343

See notes to unaudited condensed consolidated financial statements.

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF INCOME

(in thousands, except per share amounts)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Operating revenue	$	934,496		$	986,892		$	2,755,360		$	2,972,880

Operating expenses:
Purchased transportation and warehousing		683,657			739,995			1,997,484			2,207,403
Salaries and benefits		143,085			142,948			435,809			429,300
Depreciation and amortization		31,390			32,386			96,356			108,489
Insurance and claims		10,338			10,217			31,864			35,474
General and administrative		27,128			29,674			83,198			84,785
(Gain) on sale of assets, net		(545	)		(427	)		(480	)		(1,337	)
Total operating expenses		895,053			954,793			2,644,231			2,864,114

Operating income		39,443			32,099			111,129			108,766

Other income (expense):
Interest expense		(3,025	)		(3,582	)		(9,420	)		(11,170	)
Interest income		1,364			2,249			3,638			5,450
Other, net		735			(23	)		1,758			(259	)
Total other expense, net		(926	)		(1,356	)		(4,024	)		(5,979	)

Income before provision for income taxes		38,517			30,743			107,105			102,787

Provision for income taxes		9,589			7,140			25,952			23,116

Net income		28,928			23,603			81,153			79,671

Less: net income attributable to non-controlling interests		374			-			505			-

Net income attributable to Hub Group, Inc.	$	28,554		$	23,603		$	80,648		$	79,671

Basic earnings per common share	$	0.48		$	0.39		$	1.34		$	1.31

Diluted earnings per common share	$	0.47		$	0.39		$	1.34		$	1.30

Basic weighted average number of shares outstanding		60,006			60,374			60,066			60,803
Diluted weighted average number of shares outstanding		60,333			60,949			60,321			61,241

See notes to unaudited condensed consolidated financial statements.

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share amounts)


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025		2024			2025		2024

Net income	$	28,928	$	23,603		$	81,153	$	79,671

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		3,099		(32	)		11,388		(103	)

Total comprehensive income	$	32,027	$	23,571		$	92,541	$	79,568

Less: comprehensive income attributable to non-controlling interests		1,890		-			6,185		-

Comprehensive income attributable to Hub Group, Inc.	$	30,137	$	23,571		$	86,356	$	79,568

See notes to unaudited condensed consolidated financial statements.

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)



	Class A & B												Accumulated
	Common Stock						Additional						Other									Non-
	Shares						Paid-in			Retained			Comprehensive			Treasury Stock						Controlling
	Issued			Amount			Capital			Earnings			(Loss) Income			Shares			Amount			Interests		Total
Balance June 30, 2024		72,878,131		$	729		$	211,346		$	1,989,600		$	(200	)		(10,650,225	)	$	(560,345	)	$	-	$	1,641,130
Net income attributable to Hub Group, Inc.											23,603														23,603
Stock tendered for payments of withholding taxes related to awards vested		-			-			-			-			-			(8,655	)		(400	)				(400	)
Purchase of treasury stock		-			-			-			-			-			(824,149	)		(35,335	)				(35,335	)
Federal excise tax on purchased treasury stock																				(294	)				(294	)
Issuance of restricted stock awards, net of forfeitures		-			-			(23	)		-			-			(1,562	)		23					-
Share-based compensation expense		-			-			5,262			-			-			-			-					5,262
Dividends paid											(7,503	)													(7,503	)
Change in unvested dividends		-			-			-			(161	)		-			-			-					(161	)
Foreign currency translation adjustment		-			-			-			-			(32	)		-			-					(32	)
Balance September 30, 2024		72,878,131		$	729		$	216,585		$	2,005,539		$	(232	)		(11,484,591	)	$	(596,351	)	$	-	$	1,626,270

Balance June 30, 2025		72,878,131		$	729		$	216,107		$	2,059,244		$	2,672			(11,661,991	)	$	(603,793	)	$	51,249	$	1,726,208
Net income attributable to Hub Group, Inc.		-			-			-			28,554			-			-			-					28,554
Net income attributable to non-controlling interests											-			-									374		374
Stock tendered for payments of withholding taxes related to awards vested		-			-			-			-			-			(2,913	)		(102	)				(102	)
Purchase of treasury stock		-			-			-			-			-			-			-					-
Issuance of restricted stock awards, net of forfeitures		-			-			1,293			-			-			(30,933	)		(1,293	)				-
Share-based compensation expense		-			-			5,046			-			-			-			-					5,046
Dividends paid		-			-			-			(7,500	)		-			-			-					(7,500	)
Change in unvested dividends		-			-			-			(124	)		-			-			-					(124	)
Foreign currency translation adjustment		-			-			-			-			1,583			-			-			1,516		3,099
Balance September 30, 2025		72,878,131		$	729		$	222,446		$	2,080,174		$	4,255			(11,695,837	)	$	(605,188	)	$	53,139	$	1,755,555

Balance December 31, 2023		76,099,092		$	761		$	209,830		$	1,949,110		$	(129	)		(13,323,268	)	$	(524,927	)			$	1,634,645
Adjustment related to stock split		(3,220,961	)		(32	)		32			-			-			3,220,961			-					-
Net income attributable to Hub Group, Inc.		-			-			-			79,671			-			-			-					79,671
Stock tendered for payments of withholding taxes related to awards vested		-			-			-			-			-			(198,959	)		(9,064	)				(9,064	)
Purchase of treasury stock		-			-			-			-			-			(1,591,952	)		(68,273	)				(68,273	)
Federal excise tax on purchased treasury stock																				(2,059	)				(2,059	)
Issuance of restricted stock awards, net of forfeitures		-			-			(7,972	)		-			-			408,627			7,972					-
Share-based compensation expense		-			-			14,695			-			-						-					14,695
Dividends paid											(22,733	)													(22,733	)
Change in unvested dividends											(509	)													(509	)
Foreign currency translation adjustment		-			-			-			-			(103	)		-			-					(103	)
Balance September 30, 2024		72,878,131		$	729		$	216,585		$	2,005,539		$	(232	)		(11,484,591	)	$	(596,351	)	$	-	$	1,626,270

Balance December 31, 2024		72,878,131		$	729		$	222,039		$	2,022,265		$	(1,453	)		(11,556,483	)	$	(598,583	)	$	46,954	$	1,691,951
Net income attributable to Hub Group, Inc.		-			-			-			80,648			-			-			-					80,648
Net income attributable to non-controlling interests		-			-			-			-			-									505		505
Stock tendered for payments of withholding taxes related to awards vested		-			-			-			-			-			(154,598	)		(6,775	)				(6,775	)
Purchase of treasury stock		-			-			-			-			-			(330,441	)		(13,814	)				(13,814	)
Issuance of restricted stock awards, net of forfeitures		-			-			(13,984	)		-			-			345,685			13,984					-
Share-based compensation expense		-			-			14,391			-			-			-			-					14,391
Dividends paid		-			-						(22,500	)		-			-			-					(22,500	)
Change in unvested dividends		-			-						(239	)		-			-			-					(239	)
Foreign currency translation adjustment		-			-			-			-			5,708			-			-			5,680		11,388
Balance September 30, 2025		72,878,131		$	729		$	222,446		$	2,080,174		$	4,255			(11,695,837	)	$	(605,188	)	$	53,139	$	1,755,555

See notes to unaudited condensed consolidated financial statements.

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net income	$	81,153		$	79,671
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and right-of-use assets		140,836			145,474
Deferred taxes		6,341			(11,652	)
Non-cash share-based compensation expense		14,391			14,695
Gain on sale of assets, net		(480	)		(1,337	)
Changes in operating assets and liabilities, net of acquisitions:
Restricted investments		942			(579	)
Accounts receivable, net		(10,106	)		22,967
Prepaid taxes		2,410			6,305
Prepaid expenses and other current assets		11,252			11,210
Other non-current assets		(5,044	)		(2,083	)
Accounts payable		(37,033	)		(29,520	)
Accrued expenses		(10,187	)		(10,106	)
Non-current liabilities		(34,842	)		(31,230	)
Net cash provided by operating activities		159,633			193,815

Cash flows from investing activities:
Proceeds from sale of equipment		6,836			9,792
Purchases of property and equipment		(39,190	)		(43,220	)
Acquisition of container assets		(53,427	)		-
Acquisitions, net of cash acquired		(1,259	)		3,701
Net cash used in investing activities		(87,040	)		(29,727	)

Cash flows from financing activities:
Repayments of long-term debt		(76,953	)		(81,356	)
Purchase of treasury stock		(13,814	)		(68,273	)
Dividends paid		(22,500	)		(22,733	)
Stock withheld for payments of withholding taxes		(6,775	)		(9,064	)
Finance lease payments		(494	)		(1,532	)
Proceeds from issuance of debt		67,385			17,764
Net cash used in financing activities		(53,151	)		(165,194	)


Effect of exchange rate changes on cash and cash equivalents and restricted cash		115			(25	)

Net increase (decrease) in cash and cash equivalents and restricted cash	$	19,557		$	(1,131	)
Cash and cash equivalents and restricted cash beginning of the period	$	126,948		$	187,270
Cash and cash equivalents and restricted cash end of the period	$	146,505		$	186,139

Supplemental disclosures of cash paid for:
Interest	$	9,176		$	11,301
Income taxes paid, net	$	17,007		$	28,406

See notes to unaudited condensed consolidated financial statements.

HUB GROUP, INC.

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Interim Financial Statements

Our accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (the “Company,” “Hub,” “we,” “us” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.

The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position as of September 30, 2025 and results of operations for the three and nine months ended September 30, 2025 and 2024.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”). Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality.

In October 2023, the Board authorized the purchase of up to $250 million of our Class A Common Stock pursuant to a share repurchase program. During the quarter ended September 30, 2025, we did not purchase any shares. During the nine months ended September 30, 2025, we purchased 330,441 shares for approximately $13.8 million.

On March 5, 2025, May 13, 2025, and August 29, 2025 the Board declared quarterly cash dividends of $0.125 per share on the Company’s Class A and Class B common stock. The dividends were paid on March 28, 2025 to stockholders of record as of March 18, 2025, June 30, 2025 to stockholders of record as of June 23, 2025, and September 24, 2025 to stockholders of record as of September 12, 2025. The declaration and payment of the quarterly cash dividends were subject to the approval of the Board at its sole discretion and in compliance with applicable laws and regulations.

The Company routinely evaluates the useful life attributed to its assets. During the third quarter ended September 30, 2025, the Company determined that the useful lives of certain transportation equipment should be increased to 25 years based on historical experience related to the use of this equipment and our expectation of its future usability. The Company accounted for these items as a change in estimate that was applied prospectively, effective as of July 1, 2025. During the first quarter, the Company determined that the useful lives of certain computer software should be increased to 7 or 10 years based on historical experience related to the use of this software and our expectation of its future usability. The Company accounted for these items as a change in estimate that was applied prospectively, effective as of January 1, 2025. These changes in estimate resulted in a reduction of depreciation expense of $2.1 million and $4.5 million, an increase to net income of $1.6 million and $3.4 million, and an increase in both basic and diluted earnings per share of $0.03 and $0.06, during the three months ended September 30, 2025 and nine months ended September 30, 2025, respectively.

NOTE 2. Earnings Per Share

The Company has two classes of common stock, Class A and Class B, both of which have identical rights to dividends and share equally in the earnings of the Company. Accordingly, the Company presents a single calculation of basic and diluted earnings per share for both classes in accordance with the guidance in ASC 260 “Earnings Per Share”.

The following is a reconciliation of our earnings per share (in thousands, except for per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Net income for basic and diluted earnings per share	$	28,928	$	23,603	$	81,153	$	79,671

Less: net income attributable to non-controlling interests		374		-		505		-

Net income attributable to Hub Group, Inc.		28,554		23,603		80,648		79,671

Weighted average shares outstanding - basic		60,006		60,374		60,066		60,803

Dilutive effect of restricted stock		327		575		255		438

Weighted average shares outstanding - diluted		60,333		60,949		60,321		61,241

Earnings per share - basic	$	0.48	$	0.39	$	1.34	$	1.31

Earnings per share - diluted	$	0.47	$	0.39	$	1.34	$	1.30

NOTE 3. Acquisitions

Marten Intermodal Transaction

On September 30, 2025, we closed on the transaction to acquire certain assets of Marten Transport, Ltd. Intermodal (“Marten Intermodal”), a division of Marten Transport, Ltd., which provides temperature-controlled intermodal service to a diversified group of approximately 100 shippers in the food and beverage segments.

The acquisition added 1,200 refrigerated containers and continues our strategic investment of capital within the core business to support growing volumes and improved network fluidity.

The total $53.4 million asset purchase was funded through cash on hand and equipment notes secured by the underlying container and refrigerated assets. The assets acquired are being depreciated or amortized over their respectful useful lives up to 25 years.

The Marten Intermodal transaction was accounted for as an asset acquisition in accordance with ASC 805-50, as the acquisition did not meet the definition of a business under ASC 805 "Business Combinations".

SITH Transaction

On September 8, 2025, we completed the acquisition of the West-Coast final mile provider SITH, LLC ("SITH"). The total purchase consideration was approximately $1.3 million, funded with cash on hand.

The acquisition was accounted for as a business combination under ASC 805. The preliminary allocation of the purchase price resulted in $1.2 million of goodwill. The results of operations of the acquired business have been included in the Company’s consolidated financial statements from the date of acquisition. The acquisition is not material to the Company’s consolidated financial statements, and therefore, pro forma financial information has not been presented.

EASO Transaction

On October 23, 2024, we entered into an investment agreement with Corporación Interamericana de Logística, S.A. de C.V. and certain associated entities (commonly known as “EASO”), a family-led, intermodal and trucking logistics provider headquartered in Mexico City to acquire a controlling interest in EASO. EASO specializes in intermodal, dedicated trucking, truckload and freight brokerage services. Through a network of terminals across Mexico, EASO serves the entire Mexican domestic market and main logistics hubs in the U.S. using its intermodal cross-border network.

The estimated fair value of total consideration transferred was approximately $55 million for a 51% equity stake in EASO. The financial results of EASO, since the date of acquisition, are included in our ITS segment.

The EASO investment transaction expanded our intermodal and transportation solutions business. With a substantial increase in cross-border trade activity from nearshoring, this transaction improves our ability to provide a cross-border service offering and provides increased intermodal conversion opportunities.

The initial accounting for the EASO transaction is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the property, plant, and equipment, customer relationships, and trade name. In addition, we are in the preparation and review process of the valuation of certain acquired assets and liabilities used in determining the purchase accounting. Finally, certain post-closing activities outlined in the investment agreement remain incomplete. As a result, the amounts recorded in the condensed consolidated financial statements related to the EASO transaction are preliminary and the measurement period remains open.

The following table summarizes the preliminary purchase price allocation to the assets acquired and liabilities assumed as of the date of the investment agreement (in thousands):


	October 23, 2024
Cash and cash equivalents	$	2,018
Accounts receivable trade, net		15,138
Other receivables		8,258
Prepaid taxes		1,174
Prepaid expenses and other current assets		1,790
Property and equipment, net		21,773
Right-of-use assets - operating leases		1,647
Other intangibles		42,511
Goodwill		41,673
Other non-current assets		243
Total assets acquired	$	136,225

Accounts payable trade	$	9,976
Accounts payable other		3,844
Accrued payroll		1,273
Accrued other		841
Lease liability - operating leases (current)		336
Current portion of long-term debt		1,031
Long-term debt		2,017
Lease liability - operating leases (non-current)		1,311
Deferred taxes		11,884
Total liabilities assumed	$	32,513

Total purchase price allocation	$	103,712
Less: non-controlling interests		48,996
Consideration transferred for 51% ownership		54,716
Less: contingent consideration due to sellers		3,721
Cash contributed for 51% ownership		50,995
Less: cash and cash equivalents acquired		2,018
Less: deferred cash consideration		28,436
Cash paid, net	$	20,541

The following table summarizes the preliminary estimated acquisition date fair value of consideration transferred and purchase price allocation.


	October 23, 2024
Cash	$	22,559
Deferred cash consideration		28,436
Contingent consideration		3,721
Total consideration transferred		54,716
Non-controlling interests		48,996
Total purchase price allocation	$	103,712

The EASO transaction was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” In connection with the transaction, we performed a consolidation analysis concluding that we control all EASO entities through either a majority voting interest or as the primary beneficiary of a variable interest entity. As a result, 100% of assets acquired, liabilities assumed and non-controlling interests were recorded in the accompanying Condensed Consolidated Balance Sheet at their preliminary estimated fair values as of October 23, 2024, with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the EASO transaction was primarily attributable to potential expansion and future development of the business. This goodwill is not expected to be deductible for tax purposes.

Total consideration transferred includes $28.4 million of deferred cash consideration, all or a portion of which may be paid at least two years after the closing date of the transaction. As a result of the restrictions on this deferred consideration in the investment agreement, we have classified the associated cash as Restricted Cash in the accompanying Condensed Consolidated Balance Sheet. As of September 30, 2025, the balances of Deferred Consideration and Restricted Cash were $28.6 million and $26.8 million, respectively, on the Condensed Consolidated Balance Sheet.

Total consideration transferred includes $3.7 million of contingent consideration related to certain operating tax balances existing prior to the transaction for which we have agreed to reimburse the full amount of cash collected within two years of the closing date of the transaction. The estimated fair value of such contingent consideration is based on estimated collectability of such operating tax balances within the agreed time frame.

Our investment in one of the EASO entities, Corporación Interamericana de Logística, S.A. de C.V. (“CIL”), qualifies as a Variable Interest Entity (“VIE”). Based on the rights provided in the investment and shareholder agreements, as well as the design of the VIE, our majority exposure to the variability associated with economic performance of the VIE, and the relationship and significance of activities of the VIE to us, we determined that we are most closely associated with the VIE and are therefore considered the primary beneficiary.

During a period from 2030 to 2032, Hub will have the right, but not the obligation, to purchase an amount of issued and outstanding shares of EASO such that, upon exercising this call right, we would own 80% of all of the issued and outstanding shares of EASO at a purchase price based on earnings multiples as defined in the shareholders agreement. We evaluated this call right and concluded that it does not meet the definition of a derivative, resulting in the non-controlling interest and embedded call right being classified as permanent equity.

The components of “Other intangibles” listed in the above table as of the transaction date are preliminarily estimated as follows (in thousands):


	Closing Date		Accumulated		Balance at		Estimated Useful
	Amount		Amortization		September 30, 2025		Life
Customer relationships	$	33,018	$	2,059	$	30,959	15 years
Trade name		9,493		444		9,049	20 years
Subtotal	$	42,511	$	2,503		40,008
Effect of translation						3,374
Ending Balance					$	43,382

The above intangible assets are amortized using the straight-line method. Amortization expense related to the intangible assets acquired with this transaction was $0.7 million and $1.9 million for the three months and nine months ended September 30, 2025, respectively. The intangible assets have a weighted average useful life of approximately 15.21 years as of September 30, 2025.

Amortization expense related to EASO investment agreement for the next five years is estimated as follows (in thousands):


	Total
2025 (Remainder of year)	$	669
2026		2,681
2027		2,681
2028		2,681
2029		2,681

The following table presents the total carrying amount of goodwill by segment (in thousands):


	ITS			Logistics		Total
Balance at December 31, 2024	$	413,745		$	400,564	$	814,309
Acquisitions		(1,725	)		1,206		(519	)
Currency translation adjustment		4,360			-		4,360
Balance at September 30, 2025	$	416,380		$	401,770	$	818,150

The changes noted as "Acquisitions" in the above table refer to preliminary purchase accounting adjustments related primarily to the EASO acquisition recorded during the nine month period ending September 30, 2025, primarily related to the increase in the valuation of intangibles for $5.9 million and the increase in valuation of property, plant, and equipment for $6.0 million, partially offset by an increase in deferred tax obligation of $11.6 million. The increase to goodwill in the Logistics segment is related to the SITH acquisition.

NOTE 4. Segment Reporting

Our CEO has been identified as our Chief Operating Decision Maker (“CODM”). We have two reportable segments: Intermodal and Transportation Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides. Our ITS segment includes our asset-light business lines: intermodal and dedicated trucking. Our Logistics segment includes our non-asset business lines: managed transportation, truck brokerage, final mile and consolidation and fulfillment services. Our CODM uses operating income by segment to make decisions over the allocation of capital and resources and assess the performance of our segments.

Intermodal and Transportation Solutions. Our ITS segment offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking. This segment includes our trucking operations which provides our customers with local pickup and delivery (referred to as “drayage”) as well as high service local and regional trucking transportation using equipment dedicated to their needs. We arrange for the movement of our customers’ freight in one of our approximately 51,000 containers. As of September 30, 2025, we operated trucking terminals at 32 locations throughout the United States and Mexico, with locations in many large metropolitan areas. We also contract for services with independent owner-operators who supply their own equipment and operate under our regulatory authority. These assets and contractual services are used to support drayage for our intermodal service offering and to serve our customers who require high service local and regional trucking transportation using equipment dedicated to their needs. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Drayage between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations. As of September 30, 2025, our trucking transportation operation consisted of approximately 2,300 tractors, 3,100 employee drivers and 4,700 trailers. We also contract for services with approximately 500 independent owner-operators.

Logistics. Our Logistics segment offers a wide range of services including transportation management, freight brokerage services, shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking, consolidation services and final mile delivery. These services include a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and flatbed, all of which is provided by third party carriers with whom we contract. We also leverage proprietary technology along with collaborative relationships with third party service providers to deliver cost savings and performance-enhancing supply chain services to our clients. Our transportation management offering also serves as a source of volume for our ITS segment. Many of the customers for these solutions are consumer goods companies who sell into the retail channel. Our final mile delivery offering provides residential final mile delivery and installation of appliances and big and bulky goods. Final mile operates through a network of independent service providers in company, customer and third-party facilities throughout the continental United States. Our business operates or has access to approximately 7 million square feet of warehousing and cross-dock space across North America, to which our customers ship their goods to be stored and distributed to destinations including residences, retail stores and other commercial locations. These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’ increasingly stringent supply chain requirements. Logistics also includes our brokerage business which provides third-party truckload, less-than-truckload (“LTL”), flatbed and temperature-controlled needs.

The following tables summarize our financial and operating data by segment for the three months ended September 30, 2025 and September 30, 2024 (in thousands):


Three Months Ended
September 30, 2025
	ITS			Logistics		Eliminations			Total

Operating revenue	$	561,487		$	402,399	$	(29,390	)	$	934,496

Operating expenses
Purchased transportation and warehousing		396,632			316,125		(29,099	)
Salaries and benefits		88,277			31,916
Depreciation and amortization		17,970			8,248
Insurance and claims		8,839			1,170		(291	)
General and administrative		8,768			4,133
Corporate allocations		25,678			17,232
(Gain) / loss on sale of assets, net		(545	)
Total operating expenses		545,619			378,824		(29,390	)		895,053

Hub Group, Inc. 10-Q