SEC Form 11-K filed by Hub Group Inc.

NOTE 1 - DESCRIPTION OF PLAN

The following brief description of the Hub Group Employee Profit Sharing and Trust Plan (“the Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

General: The Plan is a defined contribution plan established by Hub Group, Inc. (the “Company”) covering substantially all full-time and part-time employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Contributions: Each year, participants may contribute up to 60% of pretax annual compensation, as defined in the Plan subject to certain limitations under the Internal Revenue Code (“IRC”). In addition, participants may elect to designate a portion or all of their contributions as Roth 401(k) contributions. As of May 1, 2024, participants may also elect to contribute to the after-tax source, subject to certain IRC limits. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Participants who are age fifty and over may also contribute catch up contributions as allowed under the IRC.

A one-year (with at least 1,000 hours of service) waiting period is required for employer contributions, with the stipulation that the employee must be on the payroll at December 31 of each year.

For the plan year ended December 31, 2025, the Company provided matching contributions equal to 50% of each participant’s pretax and/or Roth contributions up to a maximum of 3% of each participant’s qualified earnings or $10,500, whichever was less.

For the plan year ended December 31, 2024, the Company provided matching contributions equal to 50% of each participant’s pretax and/or Roth contributions up to a maximum of 3% of each participant’s qualified earnings or $10,350, whichever was less.

Catch up contributions are not eligible to be matched. The Company may also make an annual discretionary profit-sharing contribution in an amount determined by the Board of Trustees. This contribution is allocated to eligible participants at the end of the Plan year based on the ratio of a participant’s compensation to the total compensation of all participants for the Plan year. No discretionary profit-sharing contributions were made in 2025 and 2024.

Participant Accounts: Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions and related Company matching contributions, Company discretionary profit-sharing contributions, as well as the participant’s share of the Plan’s income and any related administrative expenses and his or her withdrawals.

Automatic Enrollment: The Plan includes a qualified automatic contribution arrangement, pursuant to which all newly eligible employees are enrolled automatically with a 6% tax-deferred contribution rate, unless the employee elects otherwise. These contributions are invested in the Plan’s default investment option. Employees may opt out of the automatic enrollment, stop contributions, modify their contribution rate, or change investment elections at any time.

Vesting: Participants are immediately vested in their contributions and employer contributions plus earnings thereon. Any forfeitures that arise, primarily from return of excess employer contributions, are used to pay plan expenses or to reduce the employer matching contribution. As of December 31, 2025 and 2024, $44,189 and $31,310 forfeitures were available to pay expenses or offset future employer contributions, respectively.

Payment of Benefits: On termination of service due to death, disability, retirement or termination of service due to other reasons, a participant, or designated beneficiary, may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account or installment payments. The plan uses an automated small balance distribution process for balances belonging to terminated participants. Fidelity, the plan recordkeeper, manages this process on an annual basis, subject to the limits in the plan document. A participant may also elect to withdraw his or her rollover contributions. Active participants may also take distributions from the plan upon attainment of the age of 59 1/2.

Hardship Withdrawals: Subject to approval by Fidelity Investments Institutional Operations Company, Inc. (the “Recordkeeper”), participants may withdraw their employee pretax contributions, to satisfy immediate and heavy financial needs, as determined by the Plan agreement.

Investment Options: Participants direct the investment of their contributions and Company contributions into various investment options including Company common stock, certain mutual fund investments, a stable value fund, certain collective investment trusts and a self-directed brokerage account option offered by the Plan. The self-directed brokerage account includes certificates of deposit, common stock and mutual funds. Participants are able to change their investment elections on a daily basis.

Notes Receivable from Participants: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates which are commensurate with local prevailing rates. Principal and interest were paid ratably through payroll deductions over periods ranging up to 120 months (i.e., mortgage) until April 30, 2024. Effective May 1, 2024, loans were transferred to electronic loan repayments that require participants to setup loans directly with Fidelity by means of an ACH debit from a personal bank account.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates: The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results may differ from those estimates.

Investment Valuation: Investments are stated at fair value (see Note 3). Purchases and sales are recorded on a settlement-date basis. Net appreciation (depreciation) includes the plan’s gains and losses on investments bought and sold as well as held during the year.

Risks and Uncertainties: The Plan provides for investments in Company common stock, a stable value fund, collective investment trusts, certificates of deposit and mutual funds that, in general, are exposed to various risks, such as interest rate, credit, liquidity and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participants’ individual account balances.

Notes Receivable from Participants: Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances.

Administrative Expenses: The majority of administrative expenses are paid by the Company.

NOTE 3 - FAIR VALUE MEASUREMENTS

Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

Mutual funds, Company common stock and self-directed brokerage accounts: The brokerage accounts are primarily comprised of mutual funds, common stocks, and other investment securities permitted by the brokerage platform. The fair values of mutual fund investments, Company common stock and brokerage accounts are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

Money market deposit accounts: Fair values are estimated to approximate deposit account balances, payable on demand, as no discounts for credit quality or liquidity were determined to be applicable (Level 2 inputs).

Collective investment trusts: Valued at net asset value (“NAV”) of the units in the collective investment trust funds. The NAV, as provided by the fund trustee, is used as a practical expedient to estimate fair value. The NAV is based on fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for a different amount than the reported NAV. Participant transactions may occur daily with no redemption restrictions. Plan sponsor directed withdrawals may be subject to a five-day written notice requirement.

Stable value fund: The fair values of participation units in the stable value collective trust fund are based on the net asset values per unit. Units of participation are redeemable upon receipt of unitholder’s instruction based on the next determined net asset value per unit. Net asset value per unit is determined each business day.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investments measured at fair value on a recurring basis are summarized below:

* Investments measured at fair value using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the hierarchy tables for such investments are intended to permit reconciliation of the fair value hierarchy to the investments at fair value line item presented in the statements of net assets available for benefits.

NOTE 4 - TAX STATUS

The Plan is a Non-standardized 401(k) Profit Sharing Prototype Plan (“Prototype Plan”) sponsored by Fidelity Management and Research Company and adopted by the Company. The Prototype Plan obtained its latest opinion letter on June 30, 2020, in which the Internal Revenue Service (“IRS”) stated that the Prototype Plan, as then designed, follows the applicable requirements of the Internal Revenue Code. The Plan has not requested its own determination letter from the IRS. The Plan has been amended. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRS. Therefore, the Plan administrator believes that the Plan is qualified and that the related trust was tax exempt as of the financial statement dates.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Department of Labor or the Internal Revenue Service. Under the modified cash basis of accounting, which is utilized by the Plan in preparation of these financial statements, the Plan would disclose, rather than recognize, the liability for such an uncertain tax position. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024, there are no uncertain tax positions taken or expected to be taken that would require disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2022.

NOTE 5 - PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their account balances.

NOTE 6 - PARTY-IN-INTEREST TRANSACTIONS

Party-in-interest transactions are defined under ERISA and the associated Department of Labor rules and regulations as any Plan transactions involving any fiduciary of the Plan, any party rendering service to the Plan, the Company, and certain others. The Plan invests in shares of stable value funds and mutual funds managed by the Trustee or an affiliate of the Trustee, which qualify as party-in-interest transactions.

The Plan also allows loans to participants. At December 31, 2025 and 2024, the Plan had $6,049,867 and $4,989,756, respectively, in participant loans, which qualify as party-in-interest transactions.

Fees paid by the Plan to the Trustee or an affiliate of the Trustee for recordkeeping, administration, loan set-up, loan maintenance, short-term redemption fees and other charges amounted to approximately $444,251 for the year ended December 31, 2025. Investment management fees and operating expenses charged to the Plan for investments are deducted from income earned on investments and are not separately reflected. Consequently, investment management fees and operating expenses paid to parties in interest are reflected as a reduction of investment return for such investments.

At December 31, 2025 and 2024, the Plan had $5,489,532 and $6,357,464, respectively, invested in Company stock. The Plan held 128,832 and 142,672 shares of Company stock as of December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025, the Plan purchased and sold shares of Company common stock as part of its normal investment activities. The aggregate cost of employer stock purchased during the year was $1,991,274, and the proceeds from sales of employer stock were $2,550,751. As a result of these transactions, the Plan recognized net realized gains (losses) of $406,757 related to the sale of Company common stock during the year.

These transactions qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.

NOTE 7 – SUBSEQUENT EVENT

The Plan has evaluated, for consideration of recognition or disclosure, subsequent events and has determined that no significant events occurred after December 31, 2025 that would have a material impact on its financial statements.

HUB GROUP

EMPLOYEE PROFIT SHARING AND TRUST PLAN

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS

(HELD AT END OF YEAR) (MODIFIED CASH BASIS)

December 31, 2025

Name of plan sponsor: Hub Group, Inc.

Employer identification number: 36-4007085

Three-digit plan number: 001

See Independent Auditor’s Report.

(Continued)

HUB GROUP

EMPLOYEE PROFIT SHARING AND TRUST PLAN

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS

(HELD AT END OF YEAR) (MODIFIED CASH BASIS)

December 31, 2025

Name of plan sponsor: Hub Group, Inc.

Employer identification number: 36-4007085

Three-digit plan number: 001

* Represents a party-in-interest investment

** Investment is participant directed.  Cost disclosure is not required.