Hub Group Announces CEO & CFO Changes and Credit-Agreement Amendment

What Happened

• Hub Group, Inc. (HUBG) filed an 8-K reporting leadership changes, a loan amendment and preliminary 2026 results. On September 13, 2026 the Board appointed David P. Yeager as Chairman and Chief Executive Officer (effective immediately). Phillip D. Yeager remains President and Vice Chairman. On September 13, 2026 the Board also appointed Patrick O’Donnell as Chief Financial Officer and Treasurer, effective after the company files its 2025 Form 10‑K. Interim CFO Todd Heeter will remain in his role until the Effective Date.
• Separately, on September 11, 2026 Hub Group entered into a Third Amendment to its Credit Agreement (with Bank of Montreal as administrative agent) that: (a) extends the deadline to deliver certain unaudited quarterly and the audited 2025 financial statements to November 30, 2026; and (b) amends the Credit Agreement’s EBITDA definition to allow an add‑back for expenses incurred on or prior to December 31, 2026 related to events disclosed in prior 8‑Ks and the company’s restatement of its 2024 and 2023 financial statements. The company also furnished a press release on September 14, 2026 with preliminary results for Q1 and Q2 2026.

Key Details

• CEO: David P. Yeager appointed Chairman & CEO effective Sept 13, 2026; previously CEO through Dec 2022 and Executive Chairman since Jan 2023.
• CFO‑elect: Patrick O’Donnell (age 47) — annual salary $650,000; performance target bonus = 80% of salary (pro‑rated first year); one‑time restricted stock grant ≈ $1,300,000 vesting annually over 3 years; annual long‑term incentive target ≈ $1,000,000 (50% time‑based vesting over 5 years; 50% performance‑based with a 3‑year performance period).
• Credit Amendment: extends filing deadlines to Nov 30, 2026 for unaudited Q1, Q2 and Q3 2026 statements and audited FY2025 statements; EBITDA definition amended to add back restatement‑related expenses incurred through Dec 31, 2026.
• Interim CFO agreement amended: monthly consulting fee increases to $175,000 effective Dec 1, 2026; cash retention bonus of $1,250,000 payable after timely filing of the 2025 Form 10‑K (by Dec 31, 2026) and continued service; certain termination payments and indemnity/fee reimbursements (attorney fees up to $45,000).

Why It Matters

• Leadership: A permanent CEO appointment and a named CFO‑elect clarify executive succession and may affect investor confidence and strategy execution. The CFO transition is conditioned on the filing of the 2025 Form 10‑K, so timing of the financial filing matters for the leadership change to be fully in place.
• Financial/credit impact: The loan amendment gives Hub Group more time to deliver restated/audited financials and explicitly permits add‑backs to EBITDA for identified restatement costs through Dec 31, 2026 — a change that can raise the EBITDA measure used under the loan and help the company manage covenant metrics while it completes restatement-related work.
• Cash costs: The amended interim CFO consulting terms (higher monthly fee and a $1.25M retention bonus) and the compensation package for the new CFO are material cash and equity commitments investors should note.
• Next steps for investors: Review the company’s furnished Sept 14, 2026 press releases for the preliminary Q1/Q2 2026 results and monitor the filing of the 2025 Form 10‑K and subsequent Form 8‑Ks for full audited/restated financials and any further details on covenant status.