FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
YEAGER DAVID P
  2. Issuer Name and Ticker or Trading Symbol
Hub Group, Inc. [HUBG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
2001 HUB GROUP WAY
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2024
(Street)

OAK BROOK, IL 60523
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/09/2024   G   1,125 D $ 0 343,174 (1) D  
Class A Common Stock               170,131 I (2) By Trusts
Class B Common Stock               141,561 D (3)  
Class B Common Stock               210,187 I (4) By Trusts and Voting Agreement

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
YEAGER DAVID P
2001 HUB GROUP WAY
OAK BROOK, IL 60523
  X     Executive Chairman  

Signatures

 Joey Graves, Attorney-in-Fact   02/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Number of shares adjusted as a result of the Company's 2-for-1 stock split.
(2) Includes 51,624 Class B shares owned by the Laura C. Yeager 2015 GST Trust, 51,624 Class B shares owned by the Matthew D. Yeager 2015 GST Trust, 51,624 Class B shares owned by the Phillip D. Yeager 2015 GST Trust, and 15,259 Class B shares owned by the David P. Yeager NonExempt Trust Created under the Phillip C. Yeager 1994 Trust. The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.
(3) These shares are subject to a stockholders' agreement pursuant to which the Yeager family members party thereto have agreed to vote all of their subject shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares.
(4) Includes 28,339 Class B shares owned by Phillip D. Yeager, 11,089 Class B shares owned by Matthew D. Yeager, and 628 Class B shares owned by Laura Y. Grusecki, to which David P. Yeager may be deemed to have shared voting discretion pursuant to a stockholders' agreement, and 51,624 Class B shares owned by the Laura C. Yeager 2015 GST Trust, 51,624 Class B shares owned by the Matthew D. Yeager 2015 GST Trust, 51,624 Class B shares owned by the Phillip D. Yeager 2015 GST Trust, and 15,259 Class B shares owned by the David P. Yeager NonExempt Trust Created under the Phillip C. Yeager 1994 Trust. The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.