Form 4: Hub Group Executive Chairman Reports Stock Changes

Hub Group's Executive Chairman, David P. Yeager, reported routine acquisitions of Class A Common Stock from vesting awards and dispositions for tax withholding.

Summary

• David P. Yeager, Executive Chairman and Director of Hub Group, Inc., reported changes in his beneficial ownership of Class A Common Stock on January 2, 2026.
• Mr. Yeager disposed of 28,609 shares of Class A Common Stock at a price of $42.75 per share, primarily for tax withholding purposes related to vested stock awards.
• He acquired 41,044 shares of Class A Common Stock upon the vesting of a performance-based restricted stock award that was granted on January 2, 2023.
• An additional 19,884 shares of Class A Common Stock were acquired from a restricted stock award that is scheduled to vest annually over five years.
• Following these transactions, Mr. Yeager directly owns 410,039 shares of Class A Common Stock and 141,561 shares of Class B Common Stock.
• Indirect ownership includes 170,131 Class A shares and 210,187 Class B shares held by various trusts and subject to a voting agreement, for which Mr. Yeager disclaims beneficial ownership.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions related to executive compensation (vesting of restricted stock and associated tax withholdings). It does not indicate any significant positive or negative operational or financial news for the company.

Positives

• Acquisition of 41,044 Class A Common Stock shares from the vesting of a performance-based restricted stock award, indicating the achievement of performance targets.
• Acquisition of 19,884 Class A Common Stock shares from a restricted stock award, representing ongoing executive compensation and alignment with shareholder interests.

Negatives

• Disposition of 28,609 Class A Common Stock shares at $42.75 per share, likely to cover tax obligations associated with the vested awards, which reduces direct ownership.

Future Outlook

A portion of the acquired restricted stock award (19,884 shares) is set to vest annually over the next five years, indicating future equity compensation.

Management Comments

• The reporting person disclaims beneficial ownership of shares held by various trusts and those subject to a voting agreement, stating that the report shall not be deemed an admission of beneficial ownership.

Industry Context

This Form 4 filing reflects routine executive compensation practices within the transportation and logistics industry, where equity awards are common incentives for aligning management interests with shareholder value.

Corporate Governance

Related Party Transactions

• Indirect ownership of Class A and Class B Common Stock through various family trusts (Laura C. Yeager 2015 GST Trust, Matthew D. Yeager 2015 GST Trust, Phillip D. Yeager 2015 GST Trust, and David P. Yeager NonExempt Trust Created under the Phillip C. Yeager 1994 Trust).
• Shared voting discretion over Class B Common Stock with Phillip D. Yeager, Matthew D. Yeager, and Laura Y. Grusecki, pursuant to a stockholders' agreement.

Stakeholder Impact

• Shareholders: Minor impact, as these are routine compensation events. The vesting of performance-based awards could be seen as positive, indicating management achieved targets.
• Management/Employees: Reflects the execution of executive compensation plans.

Next Steps

• Continued annual vesting of the 19,884 restricted stock award over the next five years.

Key Dates

Keywords

Hub Group, HUBG, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, Stock Award, Beneficial Ownership, David P. Yeager