10-K
UNIVERSAL LOGISTICS HOLDINGS, INC. (ULH)
☐
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number: 0-51142
UNIVERSAL LOGISTICS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 38-3640097 |
|---|---|
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
12755 E. Nine Mile Road
Warren, Michigan 48089
(Address, including Zip Code of Principal Executive Offices)
(586) 920-0100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, no par value | ULH | The NASDAQ Stock Market LLC |
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 the 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 the definitions 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒
As of June 28, 2025, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on June 27, 2025, as reported by The Nasdaq Stock Market, was approximately $173.8 million (assuming, but not admitting for any purpose, that all (a) directors and executive officers of the registrant are affiliates, and (b) the number of shares held by such directors and executive officers does not include shares that such persons could have acquired within 60 days of June 28, 2025).
The number of shares of common stock, no par value, outstanding as of March 9, 2026, was 26,350,058.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.
UNIVERSAL LOGISTICS HOLDINGS, INC.
2025 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| PART I | ||
|---|---|---|
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 7 |
| Item 1B. | Unresolved Staff Comments | 12 |
| Item 1C. | Cybersecurity | 12 |
| Item 2. | Properties | 13 |
| Item 3. | Legal Proceedings | 14 |
| Item 4. | Mine Safety Disclosures | 14 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 15 |
| Item 6. | Reserved | 17 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 26 |
| Item 8. | Financial Statements and Supplementary Data | 28 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 61 |
| Item 9A. | Controls and Procedures | 61 |
| Item 9B. | Other Information | 65 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 65 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 66 |
| Item 11. | Executive Compensation | 66 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 66 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 66 |
| Item 14. | Principal Accounting Fees and Services | 66 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 67 |
| Item 16. | Form 10-K Summary | 68 |
| Signatures | 69 |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s current expectations, estimates, projections, beliefs, plans, or objectives regarding future events, conditions, or performance and are subject to known and unknown risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements include, but are not limited to, statements regarding our future operating results, financial condition, liquidity, cash flows, capital expenditures, capital allocation priorities, growth strategies, acquisition and integration activities, customer demand, pricing and cost trends, labor availability and costs, regulatory developments, environmental and sustainability initiatives, technology investments, and general economic and industry conditions. Many of these forward-looking statements appear in Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, but may also appear elsewhere in this Form 10-K. Forward-looking statements can generally be identified by words or phrases such as “anticipates,” “believes,” “expects,” “estimates,” “targets,” “plans,” “intends,” “projects,” “forecasts,” “will,” “would,” “could,” “may,” “should,” “potential,” “continue,” or similar expressions, or by discussions of strategy, plans, or objectives. These statements are not guarantees of future performance. Actual results may differ materially from those contemplated by forward-looking statements due to a variety of factors, including, among others, those described in Part I, Item 1A—Risk Factors of this Form 10-K, which is incorporated herein by reference, as well as changes in general economic conditions, customer demand, fuel and other operating costs, labor market conditions, regulatory requirements, capital markets conditions, and competitive dynamics within the transportation and logistics industry. All forward-looking statements contained in this Form 10-K are made as of the date of this report and are based on information available to the Company as of that date. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise. Unless the context otherwise requires, references in this Form 10-K to “Universal,” the “Company,” “we,” “us,” or “our” refer collectively to Universal Logistics Holdings, Inc. and its consolidated subsidiaries. All references to fiscal years, quarters, or periods refer to the Company’s fiscal years ended December 31 and the corresponding interim periods.
PART I
ITEM 1: BUSINESS
Company Overview
Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions across North America and select international markets. Through our operating subsidiaries, we deliver an integrated portfolio of transportation and logistics services designed to support customers throughout their supply chains, including value-added, dedicated, intermodal and trucking services. Our operations primarily serve customers in the automotive, industrial, retail, consumer goods, energy, and metals sectors.
We conduct operations throughout the United States and in Mexico and Canada, providing both domestic and cross-border logistics solutions.
On May 1, 2025, we completed a reincorporation from Michigan to Nevada pursuant to a statutory conversion approved by our stockholders. The reincorporation did not result in any change to our business, management, board of directors, executive officers, assets, liabilities, or operations. The rights of our stockholders are now governed by Nevada law and our Nevada articles of incorporation and bylaws, which differ in certain respects from Michigan law. See Item 1A—Risk Factors
We have been a publicly held company since February 11, 2005, the date of our initial public offering. Our principal executive offices are located at 12755 E. Nine Mile Road, Warren, Michigan 48089.
Operating Model and Service Delivery
Our comprehensive suite of transportation and logistics solutions is designed to help customers reduce costs, improve reliability, and manage increasingly complex supply chains. We market and deliver our services through multiple channels:
- A direct sales and marketing organization focused on large, complex customers in targeted industry verticals;
- A network of company-managed facilities and terminals; and
- A nationwide network of independent agents who solicit freight directly from shippers.
As of December 31, 2025, we operated approximately 48 company-managed terminal locations, supported 78 active value-added logistics programs, and maintained an agent network of approximately 131 agents across our service footprint.
Reportable Segments
We manage and report our operations across three reportable segments, differentiated primarily by service offering and operational characteristics.
Contract Logistics
We provide value-added and dedicated transportation services to support inbound and internal logistics requirements of industrial manufacturers and major retailers, generally under contractual arrangements of one year or longer. Services are customized to individual customer requirements and include material handling, consolidation, sequencing, sub-assembly, cross-dock operations, kitting, repacking, warehousing, returnable container management, and rail lift services.
Dedicated transportation services within this segment typically involve short-haul or round-trip moves within defined geographic areas and are provided using a mix of union and non-union employee drivers, owner-operators, and contract drivers. Our facilities and personnel are often directly integrated into customer production environments, making these services a critical component of customer operations.
Intermodal
Our intermodal segment provides local and regional drayage services coordinated through company-managed terminals. These services utilize a combination of owner-operators, company-owned equipment, and third-party capacity providers. Intermodal services include steamship-truck, rail-truck, and related support services, primarily moving international and domestic containers between ports or railheads and customer facilities.
Trucking
Our trucking segment includes dry van, flatbed, heavy-haul, and refrigerated operations, transporting a broad range of commodities including automotive parts, machinery, building materials, food products, steel, and other industrial and consumer goods. These operations are coordinated through a mix of agents and company-managed terminals, utilizing owner-operators, company equipment, and brokered capacity.
Other non-reportable operations consist primarily of legacy brokerage activities and subsidiaries that provide support services to other operating units.
For additional segment information, see Item 8, Note 18 to the Consolidated Financial Statements.
Business Developments
Parsec Integration Update
In September 2024, we completed the acquisition of Parsec, LLC, a provider of terminal management and related services to Class I, regional, and short-line railroads across North America. During the year ended December 31, 2025, Parsec operated as part of our Contract Logistics segment and continued to provide time-sensitive intermodal terminal services across its network of rail yard locations. Integration activities during 2025 focused primarily on aligning operational, safety, and administrative processes while preserving Parsec’s specialized operating expertise and customer relationships.
Business and Growth Strategy
Our strategy is focused on disciplined growth, operational excellence, and long-term value creation. Key elements include:
Strategic Acquisitions. We operate in a highly fragmented industry and selectively pursue acquisitions that enhance service capabilities, expand geographic reach, diversify end markets, or provide specialized logistics expertise.
Capitalizing on Outsourcing Trends. We believe long-term industry growth will be supported by continued outsourcing of logistics functions as supply chains become more complex. We intend to leverage our integrated service offering, facility network, and long-standing customer relationships to capitalize on these trends.
Automotive Market Penetration. The automotive sector remains a core market. During the year ended December 31, 2025, automotive-related operations represented approximately 45% of total operating revenues.
Expansion into Other Verticals. We continue to expand in aerospace, energy, government services, healthcare, industrial retail, consumer goods, and metals, leveraging modular process design and rapid implementation expertise.
Growth of Agent and Owner-Operator Networks. We plan to continue expanding our agent and owner-operator base to drive growth in transactional transportation services.
Competition and Industry
The transportation and logistics industry is highly competitive and fragmented. Competition is based on service quality, reliability, pricing, breadth of offerings, technology capabilities, and access to capacity. We compete with asset-based and non-asset-based carriers, integrated logistics providers, railroads, and digital freight platforms.
Customers
We serve customers throughout the United States and in Mexico and Canada. Revenues are concentrated in automotive, retail and consumer goods, metals, energy, and manufacturing industries.
For the year ended December 31, 2025:
- Automotive customers represented approximately 45% of total revenues;
- Our top customer, General Motors, represented approximately 25% of revenues; and
- Our top ten customers represented approximately 59% of revenues.
Human Capital Resources
As of December 31, 2025, Universal employed approximately 10,525 employees, supported by the full-time equivalency of approximately 46 individuals on a contract basis. Approximately 37% of our employees were represented by labor unions and covered by collective bargaining agreements. Our workforce consists of a broad mix of professional, technical, operational, and driver personnel supporting both customer-integrated logistics operations and transactional transportation services. We believe our employee and labor relations remain constructive.
Our business depends on the ability to attract, develop, and retain a qualified workforce capable of meeting the operational, safety, and service requirements of our customers. Accordingly, our human capital management approach focuses on several core areas, including workforce safety, talent acquisition and retention, training and development, labor availability, and regulatory compliance. We regularly assess workforce trends, operating requirements, and labor market conditions and adjust our practices as appropriate.
Workforce Availability, Retention, and Development
Competition for qualified drivers, logistics professionals, and skilled operations personnel remains intense across the transportation and logistics industry. We seek to mitigate turnover through competitive compensation and benefits, incentive programs, training opportunities, and operational stability, particularly in customer-integrated environments.
Training and workforce development are critical components of our operations, given the safety-sensitive and customer-specific nature of many of our services. We maintain structured onboarding, skills enhancement, and supervisory training programs designed to support workforce readiness, operational continuity, and succession planning.
Health, Safety, and Wellbeing
The safety and wellbeing of our employees, contractors, and the communities in which we operate are fundamental to our business. We maintain safety programs and policies designed to promote compliance with applicable regulations, reduce workplace incidents, and support safe operating practices across our facilities and transportation network.
We continue to invest in safety training, monitoring, and operational controls; however, the nature of our operations exposes us to inherent safety risks, and there can be no assurance that incidents will not occur.
Labor Relations
A significant portion of our workforce is represented by labor unions under collective bargaining agreements that establish wage rates, benefits, work rules, and other terms and conditions of employment. These agreements typically have defined terms and may result in periodic wage and benefit increases. While we believe our labor relationships are constructive, labor negotiations, workforce availability, or work stoppages could adversely affect our operations or financial performance.
Human Capital Challenges and Outlook
We believe our human capital practices support our operational objectives and customer service commitments. Nevertheless, we continue to face challenges common to the transportation and logistics industry, including labor availability constraints, wage and benefit cost inflation, regulatory requirements, and workforce retention pressures. These factors may increase operating costs, constrain capacity, or impact service levels. See Item 1A—Risk Factors for additional discussion of risks related to labor, workforce availability, and operating costs.
Independent Contractor Network
Independent agents and owner-operators are a critical component of our operating model. During 2025, agents generated approximately 17% of freight volume.
Owner-operators provide equipment and are responsible for associated operating costs and regulatory compliance.
Revenue Equipment
As of December 31, 2025, our revenue equipment consisted of approximately:
| Type of Equipment | Company-<br>owned or <br>Leased | Owner-<br>Operator<br>Provided | Total | |||
|---|---|---|---|---|---|---|
| Tractors | 2,461 | 1,128 | 3,589 | |||
| Yard Tractors | 738 | — | 738 | |||
| Trailers | 4,793 | 471 | 5,264 | |||
| Chassis | 3,570 | — | 3,570 | |||
| Containers | 94 | — | 94 |
Risk Management and Insurance
We maintain insurance coverage and self-insurance programs consistent with industry practice. We establish reserves for auto liability, cargo, and material handling claims based on actuarial estimates and historical experience.
Technology, Cybersecurity, and System Resiliency
Our operations rely on a combination of proprietary and third-party information technology systems to support transportation management, warehouse operations, customer integration, billing, and operational visibility. We face an increasingly complex cybersecurity risk environment, including risks associated with system intrusions, ransomware, data integrity failures, and service disruptions. We maintain cybersecurity risk management and governance processes designed to identify, assess, and manage these risks, and we continue to invest in system monitoring, employee awareness, and incident response capabilities.
While we have implemented measures intended to enhance system reliability and security, our systems have experienced operational and technology-related challenges from time to time, and there can be no assurance that future disruptions, cyber incidents, or system failures will not occur. Any such events could adversely affect our operations, customer relationships, or financial results. See “Risk Factors—Information Technology and Cybersecurity Risks” for a discussion of risks related to system disruptions, cybersecurity incidents, and data protection.
Government Regulation and Environmental Matters
Our operations are subject to extensive federal, state, and international regulation, including safety, labor, customs, and environmental requirements. We believe we are in material compliance with applicable laws.
Environmental and climate-related regulations may increase operating or capital costs over time.
Seasonality
Our value-added logistics services experience seasonal demand patterns driven by automotive production cycles and scheduled OEM shutdowns. Transportation services are also impacted by weather and holiday-related shipping patterns.
Available Information
We make available, free of charge, our SEC filings on our website at www.universallogistics.com as soon as reasonably practicable after filing. The contents of our website are not incorporated into this Form 10-K.
ITEM 1A: RISK FACTORS
The following risks and uncertainties could materially and adversely affect our business, financial condition, results of operations, cash flows, or the market price of our common stock. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business. You should carefully consider these risk factors together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Risks Related to Our Industry and Operating Environment
Our business is sensitive to general economic conditions, customer demand cycles, and macroeconomic volatility.
Demand for our transportation and logistics services is highly dependent on general economic conditions and the business cycles of our customers. Adverse economic conditions—including inflation, rising interest rates, reduced industrial production, supply chain disruptions, or recessionary pressures—may reduce shipping volumes, increase pricing pressure, delay customer payments, or increase customer credit risk. These effects may be more pronounced in industries where we have meaningful customer concentration, including automotive, metals, and industrial manufacturing.
Deterioration in U.S. or global economic conditions may also constrain our customers’ access to capital, adversely affect their production levels, or cause them to reduce or delay logistics spending, any of which could materially and adversely affect our results of operations and cash flows.
We operate in a highly competitive and fragmented industry, which could limit our ability to maintain pricing, margins, or market share.
The transportation and logistics industry is intensely competitive and fragmented. We compete with asset-based and non-asset-based carriers, integrated logistics providers, railroads, and increasingly with technology-enabled brokers and digital freight platforms. Some competitors have greater financial resources, larger equipment fleets, broader service offerings, more advanced technology platforms, or greater economies of scale.
Competitive pressures may result in downward pricing, reduced margins, loss of customers, increased capital or technology investment requirements, or higher labor and capacity costs. In addition, customers may reduce the number of carriers they use, rely on lead logistics providers that allocate freight on a non-neutral basis, or rebid freight frequently, which could further pressure pricing and volumes.
Volatility in diesel fuel prices or disruptions in fuel supply could adversely affect our operating results.
Diesel fuel represents a significant operating expense in our transportation operations. The price and availability of diesel fuel are subject to wide fluctuations due to factors beyond our control, including global supply and demand dynamics, refinery capacity, geopolitical conflicts, sanctions, trade restrictions, military activity affecting energy-producing regions, and disruptions to major maritime shipping routes used for the transportation of crude oil and refined products.
We do not currently hedge against fuel price fluctuations. Although we have historically recovered a portion of fuel cost increases through fuel surcharge mechanisms, rate adjustments, or other contractual pricing arrangements, there can be no assurance that these measures will fully offset increases in fuel prices, fuel taxes or other energy-related costs. In particular, fuel surcharge programs may lag market price movements, may not apply to all of our services or contracts, and may be difficult to implement or adjust during periods of rapid or sustained price volatility or competitive pricing pressure.
Recent geopolitical developments, including military conflicts and instability in regions critical to global energy production and shipping, have increased volatility in global oil markets and could further disrupt energy supply chains. If disruptions to oil production, refining capacity, or maritime transportation routes occur or intensify, diesel fuel prices could increase significantly and fuel availability in certain markets could be constrained.
Sustained increases in fuel prices, reduced fuel availability, or disruptions in fuel distribution networks could increase operating costs for our company-owned equipment and may also adversely affect the economics of owner-operator arrangements and third-party transportation providers on whom we rely. Any such developments could materially adversely affect our operating margins, operating results, cash flows, and overall financial condition.
Driver and labor availability constraints could limit growth and increase costs.
The transportation industry continues to experience challenges in attracting and retaining qualified drivers and skilled logistics personnel. Competition for labor may require increased wages, benefits, incentives, or recruiting costs and could result in equipment under-utilization, service disruptions, or missed growth opportunities. If we are unable to attract or retain sufficient personnel, our profitability and ability to meet customer service requirements could be adversely affected.
Capital intensity and equipment cost trends may adversely affect cash flows and returns.
Our business requires significant ongoing capital investment in tractors, trailers, chassis, and other equipment. Purchase prices for new equipment may increase due to regulatory requirements, supply constraints, or manufacturer pricing actions, while the resale value of used equipment may decline due to market oversupply or technological obsolescence. These factors could increase depreciation expense, reduce proceeds from asset sales, and adversely affect our cash flows and financial condition.
Trade policy changes, tariffs, and geopolitical developments could adversely affect our business.
Our business depends heavily on cross-border trade between the United States, Canada, and Mexico. Changes in trade policy, tariffs, customs regulations, or geopolitical tensions could disrupt supply chains.
Risks Related to Regulation, Legal Matters, and Compliance
We operate in a highly regulated industry, and changes in laws or regulations could increase costs or limit operations.
Our operations are subject to extensive federal, state, and international regulation, including safety, labor, environmental, customs, and transportation requirements. Compliance with existing or future regulations may increase operating costs, restrict capacity, disrupt operations, or require additional capital expenditures. Violations could result in fines, penalties, operational restrictions, or reputational harm.
Independent contractor classification risks could result in significant liabilities.
Federal and state authorities continue to scrutinize the classification of independent contractors in the transportation industry. Changes in laws, regulations, or enforcement interpretations could result in reclassification of owner-operators or agents as employees, which could materially increase labor costs, tax obligations, benefit liabilities, and potential retroactive exposure.
Environmental and climate-related regulations may increase costs or constrain operations.
We are subject to environmental laws governing emissions, fuel storage, hazardous materials, and stormwater discharge. Increased focus on climate change may result in new regulations, customer requirements, or emissions-related taxes that increase operating or capital costs, reduce fuel efficiency, or require equipment upgrades. Compliance costs or failure to meet customer sustainability expectations could adversely affect our results.
Risks Related to Our Business and Strategy
We have restated previously issued financial statements, which may adversely affect investor confidence and expose us to additional risks.
In March 2026, the Company determined that its previously issued condensed consolidated financial statements as of and for the quarter ended September 27, 2025 should no longer be relied upon due to an error identified in the goodwill impairment analysis for the Company’s intermodal reporting unit. Specifically, certain deferred tax liabilities attributable to intercompany allocations were included in the carrying value used in the impairment analysis when they should not have been included. As a result, the Company restated those financial statements and recorded an additional goodwill impairment charge of approximately $43.2 million.
Restatements of previously issued financial statements may negatively affect investor confidence in the reliability of our financial reporting and could cause our stock price to decline. Restatements may also increase the risk of regulatory scrutiny, including inquiries or investigations by the Securities and Exchange Commission, and may expose us to litigation or other claims. In addition, responding to matters arising from a restatement can require significant management time and attention and may increase professional fees and other costs.
Although the restatement described above relates to a non-cash accounting adjustment and does not affect the Company’s previously reported revenues, operating cash flows, liquidity, or compliance with debt covenants, we cannot assure you that additional issues will not be identified in the future or that similar matters will not occur again.
We have identified a material weakness in our internal control over financial reporting. If we fail to remediate this material weakness or otherwise maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected.
As discussed elsewhere in this Annual Report on Form 10-K, the Company restated its condensed consolidated financial statements for the quarter ended September 27, 2025 as a result of an error identified in the goodwill impairment analysis for the Company’s intermodal reporting unit. Management concluded that the error that resulted in the restatement is consistent with a previously identified material weakness in the Company’s internal control over financial reporting related to the accounting for complex and non-routine transactions and the preparation and review of financial statements and related disclosures.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Because of this material weakness, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.
Management has begun implementing remediation measures designed to address this material weakness, including enhancing the Company’s internal technical accounting expertise and strengthening review procedures relating to complex and non-routine accounting matters, including goodwill impairment analyses. However, these remediation efforts are ongoing, and management cannot provide assurance that these measures will fully remediate the material weakness or prevent future deficiencies in internal control over financial reporting.
Management continues to evaluate the effectiveness of these remediation measures and may determine that additional steps are necessary to address the material weakness. In addition, management may identify additional deficiencies or material weaknesses in internal control over financial reporting in the future as remediation efforts continue and controls are tested.
Maintaining effective internal control over financial reporting requires ongoing diligence, particularly as our business continues to evolve through acquisitions, operational changes, increased transaction complexity, and personnel changes. As our operations grow and change, there can be no assurance that additional deficiencies or material weaknesses will not be identified in the future.
If the Company is unable to successfully remediate the material weakness, or if additional material weaknesses or significant deficiencies are identified in the future, the Company’s ability to accurately record, process, summarize and report financial information could be adversely affected. In addition, the Company could become subject to increased regulatory scrutiny, incur additional costs related to remediation and external audit procedures, or experience reduced investor confidence in the reliability of its financial statements.
We may be required to record additional impairment charges related to goodwill and other long-lived assets, which could materially adversely affect our results of operations.
We carry goodwill and other intangible assets on our consolidated balance sheet as a result of prior acquisitions. We evaluate goodwill for impairment at least annually and more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may not be recoverable. We also evaluate long-lived tangible and intangible assets for impairment when triggering events occur.
During the year ended December 31, 2025, we recorded material non-cash impairment charges totaling approximately $124.4 million related to goodwill and customer-relationship intangible assets associated with our intermodal reporting unit. As a result of these impairment charges, no goodwill remains attributable to the intermodal reporting unit.
The determination of whether an impairment exists requires significant judgment and involves estimates and assumptions regarding future cash flows, revenue growth rates, operating margins, terminal values, and discount rates. These estimates and assumptions reflect management’s judgments based on information available at the time the analyses are performed, and future events or changes in circumstances may differ from those assumptions.
Our remaining reporting units continue to include goodwill and other intangible assets that are subject to impairment testing. If actual operating results or future cash flow projections differ from our assumptions, or if market conditions, interest rates, or business risks change, we may be required to record additional impairment charges in future periods. Any such charges could adversely affect our results of operations and stockholders’ equity and could negatively impact investor perceptions of our financial condition or operating performance, even though such charges would not directly affect our cash flows.
Cybersecurity incidents or technology failures could disrupt operations and harm our business.
Our operations depend on the availability, reliability, and security of information technology systems, including transportation management, warehouse management, dispatch, billing, and customer-facing platforms. We operate in a heightened cybersecurity risk environment and have experienced operational and technology-related challenges from time to time.
Cyber incidents, ransomware attacks, data breaches, system failures, or disruptions at third-party service providers could result in service interruptions, data loss, reputational harm, regulatory scrutiny, or financial loss. While we maintain cybersecurity risk management and governance processes, there can be no assurance that our controls will prevent all incidents or that future incidents will not have a material adverse effect.
Our disclosure controls and procedures and internal control over financial reporting may not continue to be effective as our business evolves.
Disclosure controls and procedures and internal control over financial reporting are subject to inherent limitations and require ongoing monitoring and refinement. As our business continues to evolve—including through acquisitions, operational changes, increased transaction complexity, and integration of acquired businesses—there is a risk that controls may become inadequate or fail to operate as intended. If our disclosure controls or internal control over financial reporting are not designed, implemented, or maintained effectively, we may be unable to timely and accurately disclose information required under the Securities Exchange Act of 1934.
Insurance, claims exposure, and “nuclear verdict” trends could materially increase costs.
The transportation industry has experienced increased claim severity and large jury verdicts. Rising insurance premiums, higher self-insurance retention levels, or uninsured losses could materially and adversely affect our earnings, liquidity, and cash flows.
Customer concentration, particularly in the automotive industry, exposes us to demand volatility.
A significant portion of our revenues is derived from a limited number of customers and industries. During the year ended December 31, 2025, customers in the automotive industry accounted for approximately 45% of our revenues, and our top ten customers accounted for approximately 59% of revenues. The loss of, or reduced demand from, any significant customer could materially adversely affect our business.
Labor disputes involving our employees or our customers could disrupt operations.
Many of our customers and a significant portion of our workforce are subject to collective bargaining agreements. Labor disputes, strikes, or work stoppages involving our employees, customers, or suppliers could disrupt operations, reduce volumes, or increase costs.
We may not successfully integrate acquired businesses or realize expected benefits.
Acquisitions are an element of our growth strategy. Integration efforts may involve operational, technological, or cultural challenges and may divert management attention. We may not realize anticipated benefits, synergies, or performance improvements, and integration issues could adversely affect results.
Natural disasters, severe weather, public health events, terrorism, war, or geopolitical instability could disrupt supply chains, commercial trade routes, or customer demand, adversely affecting our operations and financial results.
Our business depends on the efficient movement of freight through domestic and international supply chains. Extreme weather events, natural disasters, pandemics or other public health crises, acts of terrorism, armed conflicts, geopolitical instability, trade restrictions, sanctions, tariffs, or other governmental actions could disrupt global or regional transportation networks, restrict access to ports or border crossings, interrupt the flow of goods, or reduce customer production levels and shipping demand.
In particular, geopolitical tensions or military conflicts affecting major maritime trade routes or energy transit corridors could disrupt global commerce and energy markets. For example, instability in regions surrounding key shipping passages, including the Persian Gulf, the Strait of Hormuz, the Red Sea, or other strategic maritime channels, could interfere with commercial shipping activity, increase shipping costs, disrupt global supply chains, and contribute to volatility in energy and commodity markets. Disruptions affecting these routes could reduce the availability of shipping capacity, increase transit times, or cause rerouting of vessels, which could have cascading effects on global trade flows and the availability and cost of goods transported by our customers.
In addition, geopolitical instability may contribute to broader economic uncertainty, reduced industrial production, lower consumer demand, and decreased freight volumes across transportation markets. Any significant disruption to global trade flows, fuel supply chains, manufacturing activity, or customer operations could reduce demand for our services, increase operating costs, or otherwise adversely affect our revenues, operating results, and financial condition.
Risks Related to Our Indebtedness and Liquidity
Our substantial indebtedness and the financial covenants in our credit facilities require ongoing monitoring and may limit our financial and operational flexibility.
We have a significant amount of indebtedness, and our credit facilities contain financial and operational covenants, including covenants related to liquidity, fixed charge coverage ratios, and total leverage. While we complied with all such covenants as of December 31, 2025, compliance requires ongoing monitoring and disciplined financial management, particularly in light of recent trends in operating performance.
Our ability to comply with these covenants is dependent on our financial and operating performance, including the level and stability of EBITDA, cash flows, and working capital. EBITDA has been negatively impacted in recent periods by macroeconomic conditions, including reduced demand in certain end markets, pricing pressure, and cost inflation, and these factors may continue to affect our operating results in 2026. A sustained decline in EBITDA, unexpected operating disruptions, higher interest expense, or adverse changes in working capital could reduce covenant headroom and constrain liquidity.
If we were to fail to maintain compliance with the covenants in our debt agreements, we could be required to seek waivers or amendments, which may not be available on acceptable terms, or at all. In such circumstances, lenders could restrict our access to borrowing capacity, increase pricing, impose additional conditions, or accelerate repayment obligations. Any of these outcomes could require us to curtail capital expenditures, reduce operating flexibility, delay strategic initiatives, sell assets, raise additional capital, or take other actions that could materially and adversely affect our business, financial condition, results of operations, and cash flows.
In addition, rising interest rates and variable-rate borrowings increase our exposure to higher interest expense, which could further pressure earnings, cash flows, and covenant compliance. Our substantial indebtedness may also place us at a competitive disadvantage relative to competitors with lower leverage and may limit our ability to respond effectively to changes in market conditions or pursue strategic opportunities.
Risks Related to Our Common Stock and Corporate Governance
Our controlling stockholders have substantial influence over corporate actions.
Family trusts that collectively own a majority of our outstanding common stock hold a majority of our voting power. Under the governance arrangements of those trusts, a special trustee exercises voting authority with respect to the shares held by the trusts. Matthew T. Moroun, as trustee of the family trusts, holds the power to appoint and remove the special trustee. Through the trusts’ ownership position, the trusts are able to control the outcome of matters submitted to our stockholders, including the election of directors and the approval of certain mergers, acquisitions, or sales of substantially all of our assets, and other significant corporate actions. As a result, our public stockholders may have limited ability to influence corporate actions, and the interests of the trusts and their beneficiaries may differ from, or conflict with, the interests of our other stockholders.
Because we are a “controlled company” under Nasdaq rules, stockholders may have reduced governance protections.
We are a “controlled company” under Nasdaq rules and are not required to comply with certain corporate governance requirements applicable to other listed companies, including requirements related to board and committee independence. As a result, stockholders may not have the same protections as stockholders of companies subject to all Nasdaq governance standards.
Nevada law and our governing documents provide stockholders with fewer protections than Michigan law.
Nevada law provides greater protection to directors and officers and may provide fewer rights to stockholders compared to the laws of other states, including Michigan. These differences may discourage certain lawsuits and may limit stockholders’ ability to obtain relief against directors and officers.
Nevada law and our governing documents may deter change-of-control transactions.
As a Nevada corporation, our articles of incorporation, bylaws, and Nevada law contain provisions that may discourage, delay, or prevent a change of control, proxy contest, or acquisition, even if such a transaction might otherwise be beneficial to stockholders.
Limited trading liquidity and dividend discretion may affect stockholder returns.
Our common stock has relatively limited trading volume, which may increase price volatility and limit liquidity. In addition, dividends are declared at the discretion of our Board of Directors and may be reduced or eliminated at any time.
ITEM 1B: UNRESOLVED STAFF COMMENTS
None.
ITEM 1C: CYBERSECURITY
Cybersecurity Risk Management and Strategy
We maintain a cybersecurity risk management program intended to identify, assess, and manage risks to the confidentiality, integrity, and availability of our information technology systems and data that support our operations and financial reporting. Our operations depend on a combination of proprietary and third-party systems, including transportation management, warehouse management, dispatch, billing, and customer-facing platforms.
Our cybersecurity risk management program is informed by, but does not purport to fully comply with, the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and the NIST AI Risk Management Framework. These frameworks are used as reference points to help identify and manage cybersecurity risks relevant to our business and operating environment. Use of these frameworks does not imply that we meet any particular technical standards, specifications, or requirements.
Cybersecurity risks and related risk management activities are evaluated as part of our broader enterprise risk management processes and are considered alongside other operational, financial, and compliance risks. Given the evolving nature of cybersecurity threats, the complexity of our information technology environment, and our reliance on third-party service providers, we face ongoing cybersecurity risks that may not be fully preventable.
Key components of our cybersecurity risk management program include:
periodic risk assessments designed to identify cybersecurity risks to our systems, data, and operations;
a dedicated security team responsible for cybersecurity risk assessment, security architecture, control implementation, monitoring, and incident response activities;
the use of third-party service providers, where appropriate, to assist with security assessments, testing, monitoring, or advisory services;
cybersecurity awareness and training programs for employees, including personnel involved in incident response and financial reporting processes; and
an incident response plan that outlines procedures for detecting, responding to, mitigating, and remediating cybersecurity incidents.
While we have not experienced a cybersecurity incident that has had a material impact on our business, operations, or financial condition, we have experienced, and may continue to experience, technology-related disruptions or challenges. Cybersecurity incidents, including those resulting from ransomware, data breaches, system failures, or third-party vulnerabilities, could occur in the future and could adversely affect our operations, financial reporting, customer relationships, or reputation. For additional discussion of cybersecurity-related risks, see Item 1A, “Risk Factors.”
Cybersecurity Governance
Our Board of Directors oversees cybersecurity risk as part of its overall risk oversight responsibilities and has delegated primary oversight of cybersecurity and information technology risks to the Audit Committee. The Audit Committee receives periodic updates from management regarding cybersecurity risks, program initiatives, and, as appropriate, significant incidents or emerging threat developments. The Audit Committee reports to the full Board on matters within its oversight scope, and the full Board may also receive periodic briefings from management on cybersecurity and technology risks. Management is responsible for the day-to-day management of cybersecurity risks. Our cybersecurity risk management program is led by our Chief Technology Officer, who is supported by internal personnel and, as appropriate, external advisors. Our Chief Technology Officer has over 20 years of cybersecurity experience. Collectively, members of the cybersecurity leadership team have experience in information technology, cybersecurity, and risk management across multiple industries. The Chief Technology Officer has primary responsibility for implementing and maintaining our cybersecurity risk management program and for coordinating incident response activities. Management monitors cybersecurity risks and incidents through a combination of internal reporting, security tools deployed across our information technology environment, threat intelligence, and information obtained from governmental, public, and private sources, including third-party service providers. Despite these efforts, no cybersecurity risk management program can eliminate all risks, and we may not be able to prevent or timely detect all cybersecurity incidents.
ITEM 2: PROPERTIES
Our principal executive offices and corporate administrative headquarters are located in Warren, Michigan. We own our headquarters facility, as well as a number of terminal yards and other operating properties located in the following U.S. locations: Dearborn, Michigan; Romulus, Michigan; Compton, California; Riverside, California; Jacksonville, Florida; Savannah, Georgia; Harvey, Illinois; Gary, Indiana; Louisville, Kentucky; Albany, Missouri; South Kearny, New Jersey; Cleveland, Ohio; Columbus, Ohio; Reading, Ohio; York County, Pennsylvania; Wall, Pennsylvania; Mount Pleasant, South Carolina; Memphis, Tennessee; Dallas, Texas; Houston, Texas; Cloverdale, Virginia; and Clearfield, Utah.
As of December 31, 2025, we also leased approximately 59 operating, terminal, yard, and administrative facilities located throughout the United States, Canada, and Mexico, including facilities in Windsor, Ontario, and in Monterrey, San Luis Potosí, and Saltillo, Mexico. Our leased and owned facilities are generally used by our operating segments for administrative functions, transportation services, intermodal operations, and value-added contract logistics activities.
In addition, within our contract logistics segment, we provide value-added services at or adjacent to facilities owned or controlled by customers, under contractual arrangements, at approximately 50 customer-provided locations as of December 31, 2025.
Certain of our leased facilities are leased from entities controlled by our controlling stockholders. These facilities are leased on either month-to-month terms or pursuant to longer-term lease arrangements. We believe that all such leases are entered into on terms that are consistent with market conditions. For additional information regarding our lease arrangements, including related-party leases, see Part II, Item 8—Notes 11, 13, and 16 to the Consolidated Financial Statements.
We believe that our existing facilities, together with facilities available through leasing arrangements and customer-provided locations, are adequate for our current operations and anticipated near-term growth. From time to time, we may acquire, lease, or dispose of facilities in connection with changes in customer demand, operational requirements, or strategic initiatives.
ITEM 3: LEGAL PROCEEDINGS
We are involved from time to time in claims, lawsuits, investigations, and other legal proceedings arising in the ordinary course of business, including matters related to personal injury, property damage, labor and employment, commercial disputes, regulatory compliance, and other matters typical for companies engaged in the transportation and logistics industry.
We maintain insurance coverage and establish reserves for certain claims within our self-insured retention levels. Based on information currently available, including the evaluation of relevant facts and, where appropriate, the advice of outside counsel, management believes that the ultimate resolution of these matters, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. However, the outcome of legal proceedings is inherently uncertain, and unfavorable outcomes, including those that exceed our insurance coverage or established reserves, could result in increased volatility in earnings or have a materially adverse effect on our business, financial condition, results of operations, or cash flows.
For additional information regarding contingencies and legal matters, see Part II, Item 8—Note 16 to the Consolidated Financial Statements
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
Performance Graph
The following graph compares the cumulative total stockholder return on our common stock with the cumulative total return of the NASDAQ Composite Index and the NASDAQ Transportation Index for the five-year period ended December 31, 2025. The graph assumes an initial investment of $100 in each index and in our common stock on December 31, 2020 and the reinvestment of all dividends.
| 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Universal Logistics Holdings, Inc. | 100.00 | 93.37 | 168.02 | 142.91 | 236.67 | 79.80 | ||||||
| NASDAQ Composite | 100.00 | 122.18 | 82.43 | 119.22 | 154.48 | 187.14 | ||||||
| NASDAQ Transportation | 100.00 | 113.28 | 91.78 | 123.12 | 125.85 | 138.77 |
The stock price performance shown in the graph above is not necessarily indicative of future stock price performance. The performance graph shall not be deemed “soliciting material” or “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we specifically incorporate it by reference.
ITEM 6: RESERVED
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read together with our Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under Item 1A, “Risk Factors.”
As previously disclosed in the Company’s Current Report on Form 8-K filed on March 9, 2026 and reflected in Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025, the Company restated its condensed consolidated financial statements for that quarter to correct an error in the goodwill impairment analysis for the intermodal reporting unit. Unless otherwise indicated, the discussion below reflects the corrected financial information.
Overview
Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the United States and in Mexico and Canada. Our operating subsidiaries provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their global supply chains more efficiently. We market our services through (i) a direct sales and marketing organization focused on large customers in specific industry sectors, (ii) company-managed facilities, and (iii) a contract network of agents who solicit freight business directly from shippers.
We operate, manage or provide services at 126 logistics locations in the United States, Mexico and Canada and through our network of agents and owner-operators located throughout the United States and in Ontario, Canada. Fifty of our value-added service operations are located inside customer plants or distribution operations; the remaining facilities are generally located near customer facilities to optimize the efficiency of component supply chains and production processes. Our facilities and services are often directly integrated into customers’ production processes and represent a critical part of their supply chains. To support our flexible operating model, we generally coordinate the duration of real estate leases associated with value-added programs with the term of the related customer contract, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs.
We offer a broad range of transportation services using a diverse fleet of tractors and trailing equipment provided by us, our owner-operators and third-party transportation companies. As of December 31, 2025, our owner-operators provided approximately 1,128 tractors and 471 trailers. We owned or leased approximately 3,199 tractors, 4,793 trailers, 3,570 chassis and 94 containers. Our agents and owner-operators are independent contractors who generally earn a commission calculated as a percentage of revenue or gross profit generated, and bring an entrepreneurial approach to growing and servicing customer relationships. Our transportation services are provided through a mix of union and non-union employee drivers, owner-operators, contract drivers, and third-party capacity providers.
As of December 31, 2025, we employed approximately 10,525 people in the United States, Mexico and Canada, including approximately 3,880 employees subject to collective bargaining agreements. During 2025, we also engaged contract staffing vendors to supply an average of 46 additional personnel on a full-time-equivalent basis.
Our use of agents and owner-operators supports a flexible cost structure and scalable operating model while reducing investment requirements. We believe these benefits are passed on to customers through cost savings and operating efficiency, while also supporting cash generation and returns on invested capital.
We believe our business model also provides opportunities to grow through a combination of organic initiatives and acquisitions. Organic growth opportunities include recruiting additional agents and owner-operators, expanding into new and adjacent vertical markets, and increasing penetration with key customers. We also evaluate strategic acquisitions that complement our service offerings, expand our geographic footprint, diversify our customer base, and/or add capabilities that strengthen the resilience of our network.
Segments
We report our financial results in three reportable segments: contract logistics, intermodal, and trucking. Our contract logistics segment delivers value-added and/or dedicated transportation services to support inbound logistics to industrial customers and major retailers on a contractual basis, generally under terms of one year or longer. Our intermodal segment includes local and regional drayage moves predominantly coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers. Our trucking segment is associated with transactional freight movements coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.
Current Economic Conditions and Trends
Our results are affected by macroeconomic and industry conditions, including industrial production levels, customer inventory and production strategies, transportation capacity, and pricing dynamics across the freight market. Inflationary pressures and elevated interest rates can negatively affect operating costs and demand levels, and a recessionary environment could depress activity levels and intensify pricing competition. Labor availability and wage pressure, equipment availability, and supply chain disruptions can also affect our operating efficiency and cost structure.
In addition, we are exposed to customer and industry-specific cycles, including fluctuations in North American automotive production volumes. A significant labor disruption involving one or more customers, or a disruption in critical supplier networks, can reduce volumes and negatively affect profitability in certain contract logistics and dedicated transportation operations. We continue to monitor these conditions and adjust pricing, staffing levels, purchased transportation utilization, and capital deployment as appropriate.
A key challenge in recent periods has been weaker demand and pricing pressure in certain transactional transportation markets, including intermodal drayage, coupled with the fixed-cost intensity of certain operations. These dynamics contributed to the impairment charges recorded during the third quarter of 2025 (discussed below), and remain important factors in evaluating segment performance, capital allocation and liquidity planning.
Impairment Charges
During the third quarter of 2025, after completing our annual goodwill impairment testing earlier in the year with no impairment noted, we identified triggering events within our intermodal reporting unit. In accordance with ASC 350 and ASC 360, we evaluated certain indefinite-lived and long-lived tangible and intangible assets for impairment and determined that impairment was present. As a result, during the thirteen weeks ended September 27, 2025, we recognized impairment charges totaling $124.4 million, consisting of a $101.1 million goodwill impairment charge and $23.3 million of impairment charges related to certain customer-relationship intangible assets. The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with that segment, and a higher discount rate reflecting company-specific risk. These charges are non-cash and did not affect covenant compliance; however, they reduced reported earnings for the period and reflect management’s updated expectations for the intermodal reporting unit. As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025. The Company previously reported this matter in a Current Report on Form 8-K filed on March 9, 2026 under Item 4.02(a) (Non-Reliance on Previously Issued Financial Statements), and subsequently restated its condensed consolidated financial statements for the quarter ended September 27, 2025 in Amendment No. 1 to its Quarterly Report on Form 10-Q. See Item 8, Note 1 to the Consolidated Financial Statements. The restatement related solely to the goodwill impairment analysis for the intermodal reporting unit as of September 27, 2025 and did not require restatement of previously issued financial statements for any other periods.
During the third quarter of 2024, the Company recorded aggregate impairment charges totaling $3.7 million within our former company-managed brokerage reporting segment in connection with the closure of those operations.
Factors Affecting Our Revenues
Operating Revenues. We generate substantially all of our revenues from fees charged to customers for transporting freight and providing customized logistics services. We also earn revenues from fuel surcharges (where separately identifiable), loading and unloading activities, equipment detention, container management, storage, and other accessorial services.
Transactional transportation revenues (including truckload, brokerage, and intermodal) are primarily influenced by freight volumes and shipping rates, which are affected by competition, available capacity, and overall economic conditions. Value-added and dedicated transportation revenues are driven by the level of demand for outsourced logistics services and customer production levels, and are influenced by changes in supply chain requirements, pricing trends, labor availability, and the cost environment.
Revenue Recognition. We recognize revenue when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to receive in exchange for our services. For transportation services (including truckload, brokerage, intermodal and dedicated), revenue is generally recognized over time as performance obligations are completed. For value-added services, we generally apply the “right to invoice” practical expedient because the customer simultaneously receives and consumes the benefits of the services as provided. For additional information, see Item 8, Note 3 to the Consolidated Financial Statements.
Factors Affecting Our Expenses
Purchased transportation and equipment rent. Purchased transportation and equipment rent represents amounts paid to owner-operators and other third-party capacity providers to haul freight, and the cost of short-term leased equipment used in certain services. This is generally our largest cost component and tends to vary with transactional transportation volumes and revenues.
Direct personnel and related benefits. Direct personnel and related benefits include salaries, wages and fringe benefits for employees, and contract labor costs used in selling and operating activities. These costs are influenced by staffing levels required to support contract logistics programs and transportation operations with employee drivers, as well as union wage and benefit provisions at certain facilities.
Operating supplies and expenses. Operating supplies and expenses include fuel, tires, parts and maintenance items for company-owned and leased equipment, licenses, dock supplies, communications, utilities, operating taxes and other operating expenses. These costs generally correlate with equipment utilization and customer demand and can also be impacted by fuel price volatility and inflationary pressures.
Commission expense. Commission expense represents amounts paid to agents for generating shipments. Commissions generally fluctuate with revenue generated through our agent network.
Occupancy expense. Occupancy expense includes costs related to leased terminals and operating facilities (excluding utilities unless covered in lease arrangements). We seek to align lease terms with customer contract duration and/or recover fixed occupancy costs in pricing to mitigate exposure.
General and administrative expense. General and administrative expense includes compensation and benefits for administrative personnel, related support costs, certain taxes, foreign currency transaction adjustments, bad debt expense, and other general expenses.
Insurance and claims. Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts. These costs are affected by claims frequency and severity, insurance market conditions, coverage limits, and retention levels.
Depreciation and amortization. Depreciation and amortization includes depreciation of owned equipment and facilities and amortization of certain intangible assets related to acquisitions. Useful lives and salvage values are estimated based on market conditions and experience.
Operating Revenues by Service Category
For financial reporting, we broadly group our services into truckload services, brokerage services, intermodal services, dedicated services and value-added services. Transactional services are generally associated with individual freight shipments, while dedicated and value-added services are provided to specific customers on a contractual basis, generally under terms of one year or longer. The following table sets forth operating revenues resulting from each of these service categories for the years ended December 31, 2025, 2024, and 2023, presented as a percentage of total operating revenues:
| Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||
| Operating revenues: | |||||||||
| Truckload services | 11.7 | % | 12.7 | % | 12.9 | % | |||
| Brokerage services | 4.7 | 9.8 | 14.7 | ||||||
| Intermodal services | 16.2 | 16.3 | 22.5 | ||||||
| Dedicated services | 21.7 | 18.6 | 20.7 | ||||||
| Value-added services | 45.7 | 42.6 | 29.2 | ||||||
| Total operating revenues | 100.0 | % | 100.0 | % | 100.0 | % |
Results of Operations
2025 Compared to 2024
The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | Percent Change in Dollar Amount | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | % | % | % | ||||||||||
| Operating revenues | 100.0 | % | 100.0 | % | (15.6 | )% | |||||||
| Operating expenses: | |||||||||||||
| Purchased transportation and equipment rent | 19.9 | 26.2 | (35.7 | ) | |||||||||
| Direct personnel and related benefits | 44.0 | 31.6 | 17.5 | ||||||||||
| Operating supplies and expenses | 13.2 | 15.9 | (30.1 | ) | |||||||||
| Commission expense | 1.1 | 1.5 | (37.3 | ) | |||||||||
| Occupancy expense | 3.2 | 2.4 | 11.7 | ||||||||||
| General and administrative | 3.5 | 3.1 | (5.0 | ) | |||||||||
| Insurance and claims | 1.9 | 1.4 | 13.8 | ||||||||||
| Depreciation and amortization | 9.4 | 6.7 | 17.8 | ||||||||||
| Impairment expense | 8.0 | 0.2 | n/m | ||||||||||
| Total operating expenses | 104.1 | 89.0 | (1.2 | ) | |||||||||
| Income (loss) from operations | ) | (4.1 | ) | 11.0 | (131.7 | ) | |||||||
| Interest (expense), net | ) | (2.3 | ) | ) | (1.6 | ) | 25.2 | ||||||
| Other non-operating income | 0.1 | 0.0 | 155.9 | ||||||||||
| Income (loss) before income taxes | ) | (6.4 | ) | 9.4 | (157.6 | ) | |||||||
| Income tax expense (benefit) | ) | (0.0 | ) | 2.4 | (100.3 | ) | |||||||
| Net income (loss) | ) | (6.4 | )% | 7.0 | % | (176.9 | )% |
All values are in US Dollars.
Operating revenues. Operating revenues for the year ended December 31, 2025 were $1,558.4 million, compared to $1,846.0 million in 2024, a decrease of $287.6 million, or 15.6%. The decrease in operating revenues was primarily attributable to a decrease in our contract logistics segment, including decreases in value-added and dedicated programs. This was primarily attributable to the completion of a specialty development program in Stanton, TN in 2024 and decreases in customer production levels. We also experienced decreases in intermodal revenues reflecting continued demand softness and competitive market conditions; and decreases in trucking and brokerage activity.
Purchased transportation and equipment rent. Purchased transportation and equipment rent generally increases or decreases in proportion to revenues generated through owner-operators and other third-party capacity providers. During 2025, purchased transportation and equipment rent was $310.4 million, compared to $482.9 million in 2024. The change primarily reflected decreases in transactional transportation-related services.
Direct personnel and related benefits. Direct personnel and related benefits include salaries, wages, fringe benefits and contract labor costs. Direct personnel and related benefits for 2025 were $685.5 million, compared to $583.3 million in 2024. The change was primarily attributable to increases in staffing levels supporting contract logistics programs, wage and benefit inflation, and labor utilization adjustments in response to customer demand, operating conditions and mix in program requirements.
Operating supplies and expenses. Operating supplies and expenses include fuel, maintenance, cost of materials, communications, utilities and other operating expenses. Operating supplies and expenses for 2025 were $205.4 million, compared to $293.9 million in 2024. The main element driving the decrease was higher expenses incurred in 2024 in connection with the contract logistics specialty development program, which was completed in 2024.
Commission expense. Commission expense represents amounts paid to agents for generating shipments and generally fluctuates with revenue generated through our agent network. Commission expense for 2025 was $17.1 million, compared to $27.3 million in 2024, reflecting decreases in agent-sourced transactional volumes.
Occupancy expense. Occupancy expense includes costs related to leased terminals and operating facilities. Occupancy expense for 2025 was $49.4 million, compared to $44.2 million in 2024. The change primarily reflected an increase in building rents as well as additional properties.
General and administrative expense. General and administrative expense includes compensation and benefits for administrative personnel, related support costs, certain taxes, foreign currency transaction adjustments, bad debt expense, and other general expenses. General and administrative expense for 2025 was $54.2 million, compared to $57.0 million in 2024, primarily due to decreases in compensation, incentive accruals, and professional and administrative support costs.
Insurance and claims. Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts. Insurance and claims expense for 2025 was $30.1 million, compared to $26.4 million in 2024, reflecting increases in insurance premiums.
Depreciation and amortization. Depreciation and amortization expense for 2025 was $146.2 million, compared to $124.2 million in 2024. The change was primarily attributable to incremental fixed asset additions, including Parsec. This was partially offset by a $4.8 million decrease in amortization.
Impairment expense. During 2025, we recorded non-cash impairment charges within the intermodal reporting segment totaling $124.4 million. These charges consisted of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets. The impairment reflected reduced demand forecasts, margin pressure associated with the fixed-cost structure of the intermodal segment, and an increase in the discount rate reflecting company-specific risk. As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025. The impairment charges of $124.4 million recorded during 2025 compare to charges of $3.7 million recorded during 2024 relating to our now-closed company-managed brokerage operation.
Income (loss) from operations. During 2025, we incurred an operating loss of $(64.3) million, compared to income from operations of $203.1 million in 2024. Operating margin was (4.1%) in 2025, compared to 11.0% in 2024, reflecting the combined impacts of changes in revenue mix, pricing and utilization dynamics in transactional transportation markets, labor and operating cost trends, and the impairment charges recorded during 2025.
Interest expense, net. Net interest expense for 2025 was $37.8 million, compared to $30.2 million in 2024. The increase reflected increases in average outstanding borrowings during the year.
Income tax expense (benefit). Income before income taxes for 2025 was $(100.0) million, compared to $173.7 million in 2024. Net income for 2025 was $(99.9) million, compared to $129.9 million in 2024. The decrease in income taxes is primarily the result of a decrease in taxable income. The decrease in our effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions and the impairment of goodwill.
2024 Compared to 2023
The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2024 and 2023:
| 2024 | 2023 | Percent Change in Dollar Amount | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | % | % | % | ||||||||||
| Operating revenues | 100.0 | % | 100.0 | % | 11.1 | % | |||||||
| Operating expenses: | |||||||||||||
| Purchased transportation and equipment rent | 26.2 | 34.4 | (15.5 | ) | |||||||||
| Direct personnel and related benefits | 31.6 | 32.7 | 7.5 | ||||||||||
| Operating supplies and expenses | 15.9 | 10.4 | 70.2 | ||||||||||
| Commission expense | 1.5 | 1.9 | (13.0 | ) | |||||||||
| Occupancy expense | 2.4 | 2.7 | (0.2 | ) | |||||||||
| General and administrative | 3.1 | 3.0 | 13.6 | ||||||||||
| Insurance and claims | 1.4 | 1.6 | (2.7 | ) | |||||||||
| Depreciation and amortization | 6.7 | 4.6 | 61.2 | ||||||||||
| Impairment expense | 0.2 | — | n/m | ||||||||||
| Total operating expenses | 89.0 | 91.2 | 8.3 | ||||||||||
| Income from operations | 11.0 | 8.8 | 39.6 | ||||||||||
| Interest (expense), net | ) | (1.6 | ) | ) | (1.4 | ) | 32.8 | ||||||
| Other non-operating income | 0.0 | 0.1 | (47.9 | ) | |||||||||
| Income before income taxes | 9.4 | 7.5 | 39.8 | ||||||||||
| Income tax expense | 2.4 | 1.9 | 39.6 | ||||||||||
| Net income | 7.0 | % | 5.6 | % | 39.8 | % |
All values are in US Dollars.
Operating revenues. The overall increase in operating revenues was primarily due to an increase in our contract logistics segment revenues. This increase was partially offset by decreases in our transactional transportation-related services. Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec. Operating revenues included separately-identified fuel surcharges of $97.1 million in the year ended December 31, 2024, compared to $118.3 million in the year ended December 31, 2023. Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024, compared to $58.1 million one year earlier.
Purchased transportation and equipment rent. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers. These fluctuations are generally correlated with changes in demand for transactional transportation-related services. The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services. In the year ended December 31, 2024, transactional transportation-related service revenues decreased 14.0% compared to the prior year.
Direct personnel and related benefits. Trends in direct personnel and benefit costs are generally correlated with changes in operating facilities and headcount requirements and, therefore, fluctuate correspondingly with the level of demand for our staffing needs in our contract logistics segment, which includes value-added services and dedicated transportation, as well as the use of employee drivers in certain of our intermodal operations. The increase in the year ended December 31, 2024, was due to an increase in headcount in our contract logistics businesses primarily due to the acquisition of Parsec. While generalizations about the impact of personnel and related benefits costs are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain target economics based on near-term projections of demand for our services.
Operating supplies and expenses. Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The main element driving the change was an increase in the expenses incurred in connection with the previously announced contract logistics specialty development project.
Commission expense. Commission expense decreased due to decreased revenue in our agency-based truckload business.
Occupancy expense. The decrease in occupancy expense was attributable to a decrease in building rents. This was partially offset by an increase in property taxes.
General and administrative. The increase in general and administrative expense was primarily due to an increase in salaries, wages, benefits and bonuses.
Insurance and claims. The decrease in insurance and claims expense was primarily due to a decrease in auto liability claims expense.
Depreciation and amortization. The increase in depreciation and amortization expense resulted from a $38.3 million increase in depreciation expense and an $8.8 million increase in amortization expense. During the first half 2024, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $11.3 million during the period.
Impairment expense. The increase in impairment expense primarily relates to the goodwill impairment charges resulting from the closure of our company-managed brokerage operations.
Interest expense, net. The increase in net interest expense reflects an increase in our outstanding borrowings. As of December 31, 2024, our outstanding borrowings were $762.6 million compared to $386.4 million at December 31, 2023.
Other non-operating income. Other non-operating income decreased by $0.8 million in the year ended December 31, 2024 and included $0.8 million of pre-tax holding gain on marketable securities due to changes in fair value recognized in income.
Income tax expense. Our effective income tax rate was 25.2% in year ended December 31, 2024, compared to 25.3% in the year ended December 31, 2023. The increase in income taxes is primarily the result of an increase in taxable income.
Segment Financial Results
We report our financial results in three reportable segments: contract logistics, intermodal, and trucking. This presentation reflects the manner in which management evaluates performance and allocates resources.
The following tables summarize operating revenues and income from operations by segment for the years ended December 31, 2025, 2024 and 2023(in thousands):
| Operating Revenues | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | |||||||||
| 2025 | 2024 | 2023 | |||||||
| Contract logistics | $ | 1,049,484 | $ | 1,129,658 | $ | 829,574 | |||
| Intermodal | 257,017 | 308,744 | 382,610 | ||||||
| Trucking | 251,422 | 331,982 | 333,211 | ||||||
| Other | 474 | 75,651 | 116,744 | ||||||
| Total operating revenues | $ | 1,558,397 | $ | 1,846,035 | $ | 1,662,139 | |||
| Income from Operations | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | |||||||||
| 2025 | 2024 | 2023 | |||||||
| Contract logistics | $ | 82,526 | $ | 219,084 | $ | 127,752 | |||
| Intermodal | (162,055 | ) | (27,741 | ) | 1,604 | ||||
| Trucking | 13,930 | 20,963 | 17,258 | ||||||
| Other | 1,252 | (9,194 | ) | (1,170 | ) | ||||
| Total income (loss) from operations | $ | (64,347 | ) | $ | 203,112 | $ | 145,444 |
2025 Compared to 2024
Contract Logistics
Operating revenues. Operating revenues in the contract logistics segment were $1,049.5 million for the year ended December 31, 2025, compared to $1,129.7 million in 2024. The decrease was attributable to revenue in the same period last year from our specialty development project in Stanton, TN, which was completed in 2024. This was partially offset by additional revenues from the acquisition of Parsec. Revenue trends also reflected a decrease in value added programs.
Income from operations. Income from operations for the contract logistics segment was $82.5 million in 2025, compared to $219.1 million in 2024. Operating margin was 7.9% in 2025, compared to 19.4% in 2024. The change in operating income and margin primarily reflected decreased operating leverage on changes in revenue, changes in labor and occupancy cost management, and decreases in customer activity levels during the period.
Intermodal
Operating revenues. Operating revenues in the intermodal segment were $257.0 million for the year ended December 31, 2025, compared to $308.7 million in 2024. The change was primarily driven by decreases in load volumes, pricing pressure in a competitive market environment, and decreases in fuel surcharge revenues.
Income from operations. Income from operations for the intermodal segment was $(162.1) million in 2025, compared to $(27.7) million in 2024. Results for 2025 reflected decreases in demand and pricing, equipment and labor utilization, and the impact of fixed operating costs relative to volume levels. In addition, during the third quarter of 2025, we recorded non-cash impairment charges totaling $124.4 million within the intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets. These impairment charges significantly reduced reported operating results for the segment but did not affect cash flows or covenant compliance. Excluding the impairment charge, operating results for the intermodal segment reflected continued softness in transactional freight volumes and pricing pressures in the intermodal market.
Trucking
Operating revenues. Operating revenues in the trucking segment were $251.4 million for the year ended December 31, 2025, compared to $332.0 million in 2024. The change was primarily attributable to decreases in load volumes.
Income from operations. Income from operations for the trucking segment was $13.9 million in 2025, compared to $21.0 million in 2024. Operating margin was 5.5% in 2025, compared to 6.3% in 2024. The change in operating income and margin primarily reflected decreased operating leverage on changes in revenue.
2024 Compared to 2023
In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 36.2%. Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec. At the end of the fourth quarter 2024, we managed 90 value-added programs, including 20 new rail terminal operations compared to 71 in the prior year. Included in contract logistics segment revenues for the year ended December 31, 2024, were $36.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $36.3 million in the same period last year. Income from operations increased $91.3 million and operating margin, as a percentage of revenue was 19.4% for the year ended December 31, 2024, compared to 15.4% in the year ended December 31, 2023.
Operating revenues in the intermodal segment decreased 19.3% primarily due to a decrease in the average operating revenue per load and the number of loads hauled. Included in intermodal segment revenues for the year ended December 31, 2024 were $40.7 million in separately identified fuel surcharges, compared to $56.5 million in the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024 compared to $58.1 million in the year ended December 31, 2023. Load volumes declined 11.8%, while the average operating revenue per load, excluding fuel surcharges, fell 1.6% on a year-over-year basis. As a percentage of revenue, operating margin in the intermodal segment for the year ended December 31, 2024 was (9.0)%, compared to 0.4% one year earlier.
In the trucking segment, operating revenues decreased 0.4% primarily due to a decrease in the number of loads hauled. Trucking segment revenues included $101.3 million of brokerage services compared to $124.3 million during the same period last year. Also included in our trucking segment revenues were $20.0 million in separately identified fuel surcharges during the year ended December 31, 2024 compared to $25.5 million in fuel surcharges in the year ended December 31, 2023. On a year-over-year basis, load volumes declined 12.8%; however, the average operating revenue per load, excluding fuel surcharges, increased 14.7%, supported by our specialty, heavy-haul wind business. As a percentage of revenue, operating margin in the trucking segment for the year ended December 31, 2024, was 6.3% compared to 5.2% during the same period last year.
Liquidity and Capital Resources
Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service. We may also use cash for acquisitions and other investment and financing activities. Working capital is required principally to support day-to-day operations and to satisfy maturing obligations and operating expenses. Capital expenditures consist primarily of transportation equipment and investments in support of value-added service operations and the expansion of our terminal network. The goodwill impairment charge described above is a non-cash charge and therefore did not affect the Company’s historical cash balances, liquidity, operating cash flows, or compliance with its debt covenants.
Sources of liquidity. Historically, our primary source of liquidity has been cash flows from operations, supplemented by borrowings under our revolving credit facility and other long-term financing arrangements. As of December 31, 2025, we had cash and cash equivalents of $26.8 million, compared to $19.4 million as of December 31, 2024, and availability under our revolving credit facility of approximately $282.6 million, compared to $89.1 million at December 31, 2024.
We have a $500 million revolving credit facility that matures on September 30, 2027 that includes an accordion feature which allows us to increase availability by up to an additional $100 million upon our request. We also finance transportation equipment through equipment notes generally secured by liens on specific vehicles and payable in monthly installments. In addition, we have a $165.4 million term loan facility maturing in April 2032, secured by first-priority mortgages on specified real estate, and we maintain a short-term margin facility secured by our portfolio of marketable securities with maximum borrowings of $5.3 million.
In October 2025, we completed a credit tenant lease (“CTL”) financing transaction through a wholly owned subsidiary. The subsidiary issued a senior secured promissory note in the principal amount of approximately $195.9 million. The note bears interest at a fixed rate of 6.84% per annum and requires monthly payments of principal and interest, with the remaining balance due at maturity in November 2034. The financing is secured by the subsidiary’s subleasehold interest in the underlying property pursuant to a composite sublease agreement with an investment-grade credit tenant, which has been collaterally assigned to the noteholder. In connection with the financing, Universal Logistics Holdings, Inc. executed an indemnity and guaranty agreement, pursuant to which it provides customary non-recourse carve-out and indemnity obligations relating to certain actions of the borrower and its affiliates, including payment of any shortfall and make-whole amounts that are due upon occurrence of the credit tenant’s prepayment of rent, acts of bad faith, misapplication of rents, and environmental matters.
Debt service on the CTL financing is intended to be funded from rent payments made by the credit tenant under the composite sublease agreement. The obligations under the promissory note are non-recourse to the Company and its affiliates, except for the customary non-recourse carve-out and indemnity obligations. The CTL financing is secured solely by the collateral described above and is not secured by the assets pledged under our revolving credit facility. If the credit tenant fails to pay rent under the composite sublease agreement, neither the subsidiary nor the Company is obligated to advance funds or otherwise cure such non-payment, and the noteholder’s recourse is limited to the collateral, subject to the limited guaranty and environmental indemnity. We do not control whether the credit tenant elects to prepay rent under the composite sublease agreement.
As of December 31, 2025, we were in compliance with all financial covenants and had approximately $282.6 million of availability under our revolving credit facility.
Our capital allocation priorities include maintaining financial flexibility, investing in organic growth, pursuing acquisitions that complement our service offerings, and returning capital to stockholders through dividends.
We believe our available liquidity, together with cash flows generated from operations, will be sufficient to fund our working capital needs, capital expenditures, debt service requirements, and dividend payments for at least the next twelve months.
Indebtedness and covenant monitoring. As of December 31, 2025, total outstanding borrowings were $802.3 million, compared to $762.6 million at December 31, 2024. Outstanding indebtedness included borrowings under our revolving credit facility, equipment financing arrangements, a term loan facility secured by real estate, and approximately $193.3 million of CTL financing. The CTL financing is non-recourse to the Company and its affiliates, except for limited guaranty and indemnity obligations, and is secured by a leased property supported by rental payments from an investment-grade credit tenant.
Although we were in compliance with all financial covenants as of December 31, 2025, our credit agreements and other financing arrangements include financial covenants and other restrictions that require ongoing monitoring, including with respect to liquidity levels, fixed charge coverage ratios, total debt covenants, and other measures. Given the sensitivity of covenant calculations to operating performance, working capital changes, and interest rates, we monitor compliance on a frequent basis and may take actions to manage liquidity and covenant headroom, including adjusting discretionary spending, capital expenditures, dividend policy, share repurchases, and the timing of equipment purchases or other investments. See Item 8, Note 9 to the Consolidated Financial Statements.
We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future. However, our ability to fund operating expenses and capital expenditures, meet debt service obligations, and refinance or extend indebtedness depends on operating performance, market conditions, and other factors, including macroeconomic conditions and transportation market cycles, that are outside of our control.
Capital expenditures. In 2025, capital expenditures totaled $224.2 million, compared to $251.6 million in 2024. Capital expenditures during 2025 primarily consisted of investments in transportation equipment and expenditures in support of value-added programs and terminal network initiatives. For 2026, we currently expect capital expenditures to be approximately $150.0 million; however, actual spending may vary based on demand, equipment availability, pricing conditions, and liquidity and covenant considerations.
Cash Flows
At December 31, 2025, we had cash and cash equivalents of $26.8 million, compared to $19.4 million at December 31, 2024. Net cash provided by operating activities was $183.0 million in 2025, compared to $112.4 million in 2024. Net cash used in investing activities was $203.4 million in 2025, compared to $462.9 million in 2024. Net cash provided by financing activities was $26.1 million in 2025, compared to $365.0 million in 2024. The year-over-year changes primarily reflected (i) changes in operating income and working capital, (ii) capital expenditures and acquisition activity, and (iii) net borrowings under credit facilities and equipment financing, including proceeds from long-term financing transactions such as the CTL financing completed in October 2025, along with dividends and any share repurchases.
Off-Balance Sheet Arrangements
As of December 31, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Contractual Obligations
As of December 31, 2025, we had contractual obligations related to long-term debt, leases and purchase commitments. We satisfy these obligations through a combination of operating cash flows and available financing. For additional information, see Item 8, Note 9 (Debt and Credit Facilities), Note 13 (Leases), and Note 16 (Commitments and Contingencies).
Legal Matters
We are subject to various legal proceedings and other contingencies, the outcomes of which are subject to significant uncertainty. We accrue estimated losses if it is probable that a liability has been incurred and the amount can be reasonably estimated. The outcome of legal proceedings is inherently uncertain; accordingly, if outcomes differ from our expectations, we may be required to record additional charges, which could impact our results of operations and financial position in the period resolved. See Item 8, Note 16 to the Consolidated Financial Statements.
Critical Accounting Policies
Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting policies are those that are important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective or complex judgments, often because of the need to make estimates about inherently uncertain matters. We identify the following as critical accounting policies:
Insurance and Claim Costs
As of December 31, 2025, accruals for estimated claims net of insurance receivables were $10.2 million compared to $13.3 million at December 31, 2024; based on the 2025 reserve for claims incurred but not reported, a 10% increase would increase insurance and claims expense by approximately $0.4 million.
Valuation of Long-Lived Assets, including Goodwill and Intangible Assets
As of December 31, 2025 and 2024, goodwill balances were $105.6 million and $206.8 million, respectively. The decrease in goodwill primarily reflects the goodwill impairment charge recorded in the Company’s intermodal reporting unit during 2025. We test goodwill for impairment annually, and more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We perform our annual goodwill impairment test during the third quarter. The determination of fair value requires estimates and assumptions regarding future revenues, operating income, discount rates and market multiples. These estimates are inherently uncertain, and adverse changes could result in impairment charges that are material.
During the third quarter of 2025, we recognized impairment charges totaling $124.4 million within our intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets, as described above. During the third quarter of 2024, we recorded aggregate goodwill impairment charges totaling $3.5 million within our former company-managed brokerage reporting segment in connection with the closure of those operations. See Item 8, Note 1 to the Consolidated Financial Statements.
We evaluate long-lived assets (other than goodwill) for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Any changes in management’s judgments regarding projected cash flows, useful lives, or salvage values could result in changes in depreciation and amortization expense or additional impairment charges.
Recently Issued Accounting Pronouncements Not Currently Effective
See Item 8: Note 2 to the Consolidated Financial Statements for discussion of new accounting pronouncements.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our principal exposure to interest rate risk relates to outstanding borrowings under our revolving credit facility, term loan agreements, real estate facility, and margin facility, all of which bear interest at variable rates. Borrowings under our credit facilities generally bear interest at Term SOFR or an applicable base rate, plus an applicable margin. Borrowings under our margin facility bear interest at Term SOFR plus 1.10%.
As of December 31, 2025, we had total variable-rate borrowings of approximately $336.2 million. Assuming variable-rate debt levels remain constant for a full year, a hypothetical 100 basis point increase in interest rates would increase our annual interest expense by approximately $3.4 million. Actual impacts could differ based on changes in borrowing levels, interest rate indices, applicable margins, and the timing of rate changes.
In connection with our real estate facility, we have entered into interest rate swap agreements intended to reduce exposure to variability in interest rates. Under these swap agreements, we receive interest at Term SOFR and pay a fixed rate of 2.88%. The swaps have an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of approximately $63.3 million as of December 31, 2025. At December 31, 2025, the fair value of the interest rate swap agreements was a net asset of approximately $0.3 million. Because the swap agreements qualify for hedge accounting, changes in fair value are recorded in accumulated other comprehensive income (loss), net of tax.
Included in cash and cash equivalents is approximately $4 thousand invested in short-term, investment-grade instruments. The interest rates on these instruments are adjusted to market rates at least monthly, and we generally have the ability to redeem these investments on demand. Accordingly, exposure to interest rate risk related to these short-term investments is not considered material.
Commodity Price Risk
We are exposed to commodity price risk primarily related to fluctuations in diesel fuel prices. In our trucking and intermodal operations, fuel costs represent a significant operating expense. For owner-operators, fuel costs are generally borne directly by the contractor. Fuel prices are subject to significant volatility due to economic, geopolitical, regulatory, and other factors beyond our control.
To mitigate the impact of fuel price fluctuations, we generally seek to recover fuel cost changes through fuel surcharge mechanisms in customer pricing. These arrangements may not fully offset fuel price volatility, particularly during periods of rapid or sustained changes in market fuel prices. Significant increases in fuel costs could adversely affect the economics of owner-operator arrangements, which in turn could impact our ability to attract or retain qualified owner-operators.
In addition, a portion of our transportation service contracts do not contain automatic fuel surcharge mechanisms. For these contracts, fuel price increases or decreases may affect margins, particularly during periods of short-term volatility. Based on our 2025 fuel consumption on company-owned tractors, a hypothetical 10% increase in the average annual price per gallon of diesel fuel would increase annual fuel expense by approximately $5.2 million, before giving effect to any fuel surcharge recovery, pricing adjustments, or changes in customer mix.
Equity Securities Risk
We hold certain marketable equity securities that are actively traded, which subjects us to market risk associated with changes in fair market value. As of December 31, 2025, the carrying value of our marketable equity securities was approximately $10.4 million. Changes in the market value of these securities are reflected in earnings.
A hypothetical 10% decrease in the market value of these equity securities would result in a corresponding decrease in their carrying value of approximately $1.0 million. For additional information regarding our marketable equity securities, see Item 8, Note 4 to the Consolidated Financial Statements.
Foreign Exchange Risk
A portion of our revenues and expenses are denominated in currencies other than the U.S. dollar, primarily the Mexican peso and Canadian dollar. For the years ended December 31, 2025 and 2024, approximately 4.0% and 3.0%, respectively, of our revenues were derived from services provided outside the United States.
Our exposure to foreign currency exchange rate risk arises primarily from the translation of the financial statements of our foreign subsidiaries into U.S. dollars and, to a lesser extent, from cross-border transactions. A substantial portion of our revenues and operating costs in Mexico and Canada are denominated in local currencies, which provides a natural hedge against foreign currency fluctuations.
Based on 2025 expenditures denominated in foreign currencies, a hypothetical 10% weakening of the U.S. dollar relative to the applicable foreign currencies would increase annual operating expenses by approximately $5.6 million. Translation adjustments related to our net investments in foreign operations are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. For the year ended December 31, 2025, foreign currency translation adjustments increased (decreased) equity by approximately $4.8 million.
We do not enter into derivative financial instruments for trading or speculative purposes. Short-term exposure to foreign currency exchange rate fluctuations relates primarily to intercompany transactions, which are generally settled on an ongoing basis to limit exposure.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Universal Logistics Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Universal Logistics Holdings, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2026 expressed an adverse opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessments - Contract Logistics and Intermodal reporting units
As described further in Note 1 to the consolidated financial statements, the Company tests goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. The Company’s consolidated goodwill balance was $105.6 million as of December 31, 2025, which is allocated to the Company’s three reporting units. At December 31, 2025, $95.8 million of goodwill was recorded in the Contract Logistics reporting units. During the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $101.1 million in the Intermodal reporting unit. We identified the goodwill impairment assessments of the Contract Logistics and Intermodal reporting units as a critical audit matter.
The principal consideration for our determination that the goodwill impairment assessments for the Contract Logistics and Intermodal reporting units is a critical audit matter is that there is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units. The fair value estimate is sensitive to significant assumptions made by management in the discounted cash flow analyses specifically, forecasts of future revenue and operating income and discount rates.
Our audit procedures related to the goodwill impairment assessments of the Contract Logistics and Intermodal reporting units included the following, among others:
- We compared management’s forecasts of future revenue and operating income to third-party industry projections and compared the Company’s historical operating forecasts to the actual results in prior periods.
- We utilized a valuation specialist to assess the reasonableness of the discount rates used in the models. The valuation specialist used external data to determine a range of appropriate inputs and assumptions to assess the reasonableness of the discount rate utilized in management’s models.
/s/
GRANT THORNTON LLP
We have served as the Company’s auditor since 2021.
Southfield, Michigan
March 16, 2026
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Balance Sheets
December 31, 2025 and 2024
(In thousands, except share data)
| Assets | 2024 | ||||
|---|---|---|---|---|---|
| Current assets: | |||||
| Cash and cash equivalents | 26,846 | $ | 19,351 | ||
| Marketable securities | 10,351 | 11,590 | |||
| Accounts receivable – net of allowance for credit losses of 3,908 and 7,806, respectively | 261,337 | 293,646 | |||
| Contract receivable | 29,026 | 29,026 | |||
| Other receivables | 28,440 | 30,174 | |||
| Prepaid expenses and other | 25,811 | 24,688 | |||
| Due from affiliates | 1,031 | 1,338 | |||
| Total current assets | 382,842 | 409,813 | |||
| Property and equipment, net | 819,495 | 742,366 | |||
| Operating lease right-of-use asset | 169,362 | 74,003 | |||
| Goodwill | 105,618 | 206,756 | |||
| Intangible assets – net of accumulated amortization of 80,304 and 155,290, respectively | 108,613 | 150,926 | |||
| Contract receivable, net of current portion | 182,580 | 198,059 | |||
| Deferred income taxes | 1,092 | 329 | |||
| Other assets | 2,386 | 4,585 | |||
| Total assets | 1,771,988 | $ | 1,786,837 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 61,053 | $ | 59,977 | ||
| Current portion of long-term debt | 114,850 | 88,812 | |||
| Current portion of operating lease liabilities | 29,376 | 28,563 | |||
| Accrued expenses and other current liabilities | 59,475 | 70,744 | |||
| Insurance and claims | 28,130 | 32,837 | |||
| Due to affiliates | 17,160 | 23,258 | |||
| Income taxes payable | 8,050 | 377 | |||
| Total current liabilities | 318,094 | 304,568 | |||
| Long-term liabilities: | |||||
| Long-term debt, net of current portion | 682,721 | 670,273 | |||
| Operating lease liability, net of current portion | 144,425 | 50,788 | |||
| Deferred income taxes | 82,398 | 109,012 | |||
| Other long-term liabilities | 3,995 | 5,173 | |||
| Total long-term liabilities | 913,539 | 835,246 | |||
| Stockholders' equity: | |||||
| Common stock, no par value. Authorized 100,000,000 shares; 26,336,137 and 26,319,754 shares issued; 26,330,058 and 26,317,326 shares outstanding, respectively | 26,336 | 26,320 | |||
| Paid-in capital | 5,457 | 5,016 | |||
| Treasury stock, at cost; 6,079 and 2,428 shares | (192 | ) | (107 | ) | |
| Retained earnings | 512,088 | 623,018 | |||
| Accumulated other comprehensive income (loss): | |||||
| Interest rate swaps, net of income taxes of 96 and 412, respectively | 245 | 1,177 | |||
| Foreign currency translation adjustments | (3,579 | ) | (8,401 | ) | |
| Total stockholders’ equity | 540,355 | 647,023 | |||
| Total liabilities and stockholders’ equity | 1,771,988 | $ | 1,786,837 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Income
Years ended December 31, 2025, 2024 and 2023
(In thousands, except per share data)
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Operating revenues: | ||||||||
| Truckload services, including related party amounts of 2,909, 4,120 and 6,682, respectively | 182,905 | $ | 234,397 | $ | 213,874 | |||
| Brokerage services | 73,913 | 181,259 | 244,024 | |||||
| Intermodal services | 252,095 | 300,721 | 374,667 | |||||
| Dedicated services | 337,919 | 344,210 | 343,543 | |||||
| Value-added services | 711,565 | 785,448 | 486,031 | |||||
| Total operating revenues | 1,558,397 | 1,846,035 | 1,662,139 | |||||
| Operating expenses: | ||||||||
| Purchased transportation and equipment rent, including related party amounts of 18, 147 and 316, respectively | 310,435 | 482,948 | 571,213 | |||||
| Direct personnel and related benefits, including related party amounts of 75,224, 63,143 and 54,169, respectively | 685,540 | 583,251 | 542,779 | |||||
| Operating supplies and expenses, including related party amounts of 9,060, 19,248 and 9,221, respectively | 205,364 | 293,883 | 172,644 | |||||
| Commission expense | 17,100 | 27,285 | 31,370 | |||||
| Occupancy expense, including related party amounts of 17,938, 14,174 and 13,649, respectively | 49,391 | 44,209 | 44,301 | |||||
| General and administrative, including related party amounts of 11,276, 12,280 and 12,396, respectively | 54,166 | 56,998 | 50,189 | |||||
| Insurance and claims, including related party amounts of 16,898, 17,855 and 16,739, respectively | 30,090 | 26,441 | 27,163 | |||||
| Depreciation and amortization | 146,247 | 124,188 | 77,036 | |||||
| Impairment expense | 124,411 | 3,720 | — | |||||
| Total operating expenses | 1,622,744 | 1,642,923 | 1,516,695 | |||||
| Income (loss) from operations | (64,347 | ) | 203,112 | 145,444 | ||||
| Interest income | 11,210 | 4,268 | 1,454 | |||||
| Interest expense | (49,017 | ) | (34,475 | ) | (24,207 | ) | ||
| Other non-operating income | 2,142 | 837 | 1,608 | |||||
| Income (loss) before income taxes | (100,012 | ) | 173,742 | 124,299 | ||||
| Income tax expense (benefit) | (139 | ) | 43,835 | 31,398 | ||||
| Net income (loss) | (99,873 | ) | $ | 129,907 | $ | 92,901 | ||
| Earnings per common share: | ||||||||
| Basic | (3.79 | ) | $ | 4.94 | $ | 3.53 | ||
| Diluted | (3.79 | ) | $ | 4.93 | $ | 3.53 | ||
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 26,328 | 26,315 | 26,284 | |||||
| Diluted | 26,339 | 26,348 | 26,308 | |||||
| Dividends declared per common share | 0.42 | $ | 0.42 | $ | 0.42 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
Years ended December 31, 2025, 2024 and 2023
(In thousands)
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Net income (loss) | (99,873 | ) | $ | 129,907 | $ | 92,901 | ||
| Other comprehensive income (loss): | ||||||||
| Unrealized changes in fair value of interest rate swaps, net of income taxes of (316), (44) and (269), respectively | (932 | ) | (173 | ) | (806 | ) | ||
| Foreign currency translation adjustments | 4,822 | (4,528 | ) | 4,085 | ||||
| Total other comprehensive income (loss) | 3,890 | (4,701 | ) | 3,279 | ||||
| Total comprehensive income (loss) | (95,983 | ) | $ | 125,206 | $ | 96,180 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023
(In thousands)
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | |||||||||
| Net income (loss) | $ | (99,873 | ) | $ | 129,907 | $ | 92,901 | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating <br> activities: | |||||||||
| Depreciation and amortization | 146,247 | 124,188 | 77,036 | ||||||
| Noncash lease expense | 29,957 | 31,073 | 30,376 | ||||||
| Impairment expense | 124,411 | 3,720 | — | ||||||
| Amortization of debt issuance costs | 1,016 | 964 | 808 | ||||||
| Gain on marketable equity securities | (1,745 | ) | (838 | ) | (1,041 | ) | |||
| Loss (gain) on disposal of property and equipment | 4 | 1,675 | (1,650 | ) | |||||
| Write-off of debt issuance costs | 243 | — | — | ||||||
| Stock-based compensation | 457 | 779 | 262 | ||||||
| Provision for credit losses | 249 | (353 | ) | 3,773 | |||||
| Deferred income taxes | (27,378 | ) | 30,341 | 10,151 | |||||
| Change in assets and liabilities: | |||||||||
| Trade and other accounts receivable | 32,546 | 35,984 | 62,503 | ||||||
| Contract receivable, prepaid expenses and other assets | 17,946 | (218,081 | ) | (1,810 | ) | ||||
| Principal reduction in operating lease liabilities | (30,501 | ) | (32,035 | ) | (30,633 | ) | |||
| Accounts payable, accrued expenses, income taxes payable, <br> insurance and claims and other current liabilities | (3,565 | ) | 4,468 | (29,827 | ) | ||||
| Due to/from affiliates, net | (5,791 | ) | 1,893 | 376 | |||||
| Other long-term liabilities | (1,177 | ) | (1,314 | ) | (2,979 | ) | |||
| Net cash provided by operating activities | 183,046 | 112,371 | 210,246 | ||||||
| Cash flows from investing activities: | |||||||||
| Capital expenditures | (224,175 | ) | (251,603 | ) | (240,554 | ) | |||
| Proceeds from the sale of property and equipment | 17,744 | 4,446 | 3,513 | ||||||
| Proceeds from sale of marketable securities | 2,984 | 19 | 269 | ||||||
| Acquisition of businesses, net of cash | — | (215,760 | ) | — | |||||
| Net cash used in investing activities | (203,447 | ) | (462,898 | ) | (236,772 | ) | |||
| Cash flows from financing activities: | |||||||||
| Proceeds from borrowing - revolving debt | 561,005 | 676,028 | 202,283 | ||||||
| Repayments of debt - revolving debt | (654,476 | ) | (387,111 | ) | (180,349 | ) | |||
| Proceeds from borrowing - term debt | 281,318 | 191,438 | 56,186 | ||||||
| Repayments of debt - term debt | (148,207 | ) | (104,158 | ) | (74,557 | ) | |||
| Dividends paid | (11,057 | ) | (11,053 | ) | (11,040 | ) | |||
| Purchases of treasury stock | (85 | ) | (107 | ) | (134 | ) | |||
| Capitalized financing costs | (2,413 | ) | — | (947 | ) | ||||
| Net cash provided by (used in) financing activities | 26,085 | 365,037 | (8,558 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 1,811 | (7,670 | ) | 414 | |||||
| Net increase (decrease) in cash | 7,495 | 6,840 | (34,670 | ) | |||||
| Cash and cash equivalents – January 1 | 19,351 | 12,511 | 47,181 | ||||||
| Cash and cash equivalents – December 31 | $ | 26,846 | $ | 19,351 | $ | 12,511 |
See accompanying notes to consolidated financial statements.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Cash Flows - Continued
Years ended December 31, 2025, 2024 and 2023
(In thousands)
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Supplemental cash flow information: | ||||||
| Cash paid for interest | 47,979 | $ | 33,389 | $ | 23,399 | |
| Cash paid for income taxes | 20,466 | $ | 18,590 | $ | 25,412 | |
| Acquisition of businesses: | ||||||
| Fair value of assets acquired, net of cash | — | $ | 230,391 | $ | — | |
| Liabilities assumed | — | (14,631 | ) | — | ||
| Net cash paid of acquisitions of businesses | — | $ | 215,760 | $ | — | |
| Non-cash operating and investing activities: | ||||||
| During the year ended December 31, 2025, the Company had non-cash activities resulting from 4.3 million of property and equipment purchases included in accounts payable at the end of the period. |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Statements of Stockholders’ Equity
Years ended December 31, 2025, 2024 and 2023
(In thousands, except per share data)
| Paid-in <br>capital | Treasury <br>stock | Retained <br>earnings | Accumulated other comprehensive income (loss) | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances – December 31, 2022 | 30,997 | $ | 4,852 | $ | (96,706 | ) | $ | 513,589 | $ | (5,802 | ) | $ | 446,930 | ||||
| Net income | — | — | — | 92,901 | — | 92,901 | |||||||||||
| Other comprehensive income | — | — | — | — | 3,279 | 3,279 | |||||||||||
| Dividends paid (0.42 per share) | — | — | — | (11,040 | ) | — | (11,040 | ) | |||||||||
| Stock based compensation | 11 | 251 | — | — | — | 262 | |||||||||||
| Purchases of treasury stock | — | — | (134 | ) | — | — | (134 | ) | |||||||||
| Balances – December 31, 2023 | 31,008 | $ | 5,103 | $ | (96,840 | ) | $ | 595,450 | $ | (2,523 | ) | $ | 532,198 | ||||
| Net income | — | — | — | 129,907 | — | 129,907 | |||||||||||
| Other comprehensive (loss) | — | — | — | — | (4,701 | ) | (4,701 | ) | |||||||||
| Dividends paid (0.42 per share) | — | — | — | (11,053 | ) | — | (11,053 | ) | |||||||||
| Stock based compensation | 35 | 744 | — | — | — | 779 | |||||||||||
| Retirement of treasury stock | (4,723 | ) | (831 | ) | 96,840 | (91,286 | ) | — | — | ||||||||
| Purchases of treasury stock | — | — | (107 | ) | — | — | (107 | ) | |||||||||
| Balances – December 31, 2024 | 26,320 | $ | 5,016 | $ | (107 | ) | $ | 623,018 | $ | (7,224 | ) | $ | 647,023 | ||||
| Net (loss) | — | — | — | (99,873 | ) | — | (99,873 | ) | |||||||||
| Other comprehensive (loss) | — | — | — | — | 3,890 | 3,890 | |||||||||||
| Dividends paid (0.42 per share) | — | — | — | (11,057 | ) | — | (11,057 | ) | |||||||||
| Stock based compensation | 16 | 441 | — | — | — | 457 | |||||||||||
| Purchases of treasury stock | — | — | (85 | ) | — | — | (85 | ) | |||||||||
| Balances – December 31, 2025 | 26,336 | $ | 5,457 | $ | (192 | ) | $ | 512,088 | $ | (3,334 | ) | $ | 540,355 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
- (1)
- (a)
Universal Logistics Holdings, Inc. (“Universal” or the “Company”) is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico and Canada. Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including value-added, dedicated, intermodal and trucking services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost model.
- (b)
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated.
Our fiscal year consists of four quarters, each with thirteen weeks.
The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended December 31, 2025. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or stockholders’ equity as previously reported.
During the first quarter of 2025, the Company identified certain triggering events related to its intermodal reporting segment. In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present.
During the third quarter of 2025, the Company completed its annual goodwill impairment tests noting no impairment. In August 2025, the Company identified certain triggering events related to its intermodal reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and concluded that an impairment was present. As a result, during the thirteen weeks ended September 27, 2025 we recognized impairment charges totaling $124.4 million which consisted of a $101.1 million of goodwill impairment charge and $23.3 million of impairment charges related to certain customer-relationship intangible assets. The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with this segment, and a higher discount rate to reflect the company specific risk associated with this reporting unit.
In August 2024, the Company closed its company-managed brokerage operations in Nashville, TN. During the quarter ended September 28, 2024, the Company incurred pre-tax losses of approximately $8.6 million related to these operations. Included in the consolidated statements of income in 2024 were $1.4 million of severance costs recorded in direct personnel and related benefits, $2.8 million of non-cash impairment charges recorded in impairment expense, and $2.4 million of other closing related costs recorded in operating supplies and expenses.
During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and recorded an additional goodwill impairment charge of $0.9 million during the quarter ended September 28, 2024. Total goodwill impairment charges recorded during the third quarter of 2024, including in connection with the closure of our company-managed brokerage operations, were $3.5 million.
In June 2024, the Company revised the estimated useful life and salvage values of certain property and equipment. The change resulted in additional depreciation expense of $11.3 million recorded during the quarter ended June 29, 2024.
During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present. After performing the evaluation, it was determined that a change in the estimated useful lives of certain definite lived intangible assets was appropriate and was adjusted during the period. The change resulted in additional amortization expense of $8.9 million recorded during the year ended December 31, 2024.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (1)
- (b)
During the first quarter of 2024, we retired 4,722,877 shares of our treasury stock. Upon retirement of the treasury shares, we allocated the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital was determined by applying the average paid-in capital per share, and the remaining portion was recorded to retained earnings. There was no effect on the Company’s overall equity position due to the retirement of treasury shares. The Company accounts for treasury stock using the cost method.
Current Economic Conditions
The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can have on our operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase.
- (c)
The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those estimates.
- (d)
We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At times cash held at banks may exceed FDIC insured limits.
- (e)
Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2025 and 2024, the Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income. See Note 4 “Marketable Securities” for further information on our portfolio.
- (f)
Accounts receivable are recorded at the net invoiced amount, net of an allowance for credit losses, and do not bear interest. They include amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
(1)
(g)
Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis.
At December 31, inventory consists of the following (in thousands):
| 2025 | 2024 | |||
|---|---|---|---|---|
| Finished goods | $ | 8,451 | $ | 6,609 |
| Raw materials and supplies | 1,442 | 1,660 | ||
| Total | $ | 9,893 | $ | 8,269 |
- (h)
Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
| Description | Life in Years |
|---|---|
| Transportation equipment | 3 - 15 |
| Other operating assets | 3 - 15 |
| Information technology equipment | 3 - 5 |
| Buildings and related assets | 10 - 39 |
The amounts recorded for depreciation expense were $129.6 million, $102.7 million, and $64.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles.
- (i)
Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, non-competition agreements, and trademarks that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three to nineteen years.
Our identifiable intangible assets as of December 31, 2025 and 2024 are as follows (in thousands):
| 2025 | 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross <br>Carrying<br>Amount | Accumulated<br>Amortization | Net Carrying<br>Amount | Gross <br>Carrying<br>Amount | Accumulated<br>Amortization | Net Carrying<br>Amount | |||||||
| Definite Lived Intangibles: | ||||||||||||
| Agent and customer relationships | $ | 150,902 | $ | 52,674 | $ | 98,228 | $ | 258,746 | $ | 124,467 | $ | 134,279 |
| Customer contracts | 20,600 | 20,600 | — | 20,600 | 20,600 | — | ||||||
| Tradenames | 5,500 | 2,292 | 3,208 | 9,500 | 4,458 | 5,042 | ||||||
| Non-compete agreements | 9,415 | 2,238 | 7,177 | 14,870 | 3,265 | 11,605 | ||||||
| Trademarks | 2,500 | 2,500 | — | 2,500 | 2,500 | — | ||||||
| Total Identifiable Intangible Assets | $ | 188,917 | $ | 80,304 | $ | 108,613 | $ | 306,216 | $ | 155,290 | $ | 150,926 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (1)
- (i)
Estimated amortization expense by year is as follows (in thousands):
| 2026 | $ | 11,304 |
|---|---|---|
| 2027 | 10,918 | |
| 2028 | 9,684 | |
| 2029 | 9,349 | |
| 2030 | 8,231 | |
| Thereafter | 59,127 | |
| Total | $ | 108,613 |
As described in Note 1, “Basis of Presentation”, the Company identified certain triggering events related to its intermodal reporting segment. As a result, we recorded $23.3 million of impairment charges related to certain customer-relationship intangible assets during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment.
The amounts recorded for amortization expense were $16.7 million, $21.5 million, and $12.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
- (j)
Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “Intangibles – Goodwill and Other”, we are required to test goodwill for impairment annually (in our third fiscal quarter) or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill. During the third quarter of 2025, we completed our goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill. The determination of the fair value of the reporting units requires us to make estimates and assumptions related to future revenue, operating income and discount rates. Based on the results of this test, no impairment loss was recognized.
Subsequently, in August 2025, the Company identified certain triggering events related to its intermodal reporting segment. As described in Note 1, “Basis of Presentation”, we recorded $101.1 million of goodwill impairment charges during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment.
As also described in Note 1, “Basis of Presentation”, we recorded aggregate impairment charges of $3.5 million during the thirteen weeks ended September 28, 2024 related to reporting units within our former company-managed brokerage segment.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (1)
- (j)
The changes in the carrying amount of goodwill during the years ended December 31, 2025 and 2024 are as follows (in thousands):
| Balance as of January 1, 2024 | $ | 170,730 | |
|---|---|---|---|
| Acquisition of business | 39,493 | ||
| Goodwill impairment | (3,467 | ) | |
| Balance as of December 31, 2024 | 206,756 | ||
| Goodwill impairment | (101,138 | ) | |
| Balance as of December 31, 2025 | $ | 105,618 |
At both December 31, 2025 and 2024, $95.8 million of goodwill was recorded in our contract logistics segment and $9.8 million in our trucking segment, respectively. At December 31, 2025 and 2024, $0 and $101.1 million of goodwill was recorded in our intermodal segment, respectively.
- (k)
Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value.
- (l)
Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2024 had contingent consideration arrangements.
- (m)
For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our fixed rate promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. See Note 10 “Fair Value Measurement and Disclosures” for further information.
- (n)
Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual installments over a three to five-year period. All bonus amounts earned by and due to employees in the current year are included in accrued expenses and other current liabilities. Those that are payable in subsequent years are included in other long-term liabilities.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
(1)
(o)
Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known.
- (p)
Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services.
For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period.
Value-added services, which are typically dedicated to individual customer requirements, include lift services, special project development, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided.
We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $79.6 million, $97.1 million and $118.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, are included in operating revenues.
See Note 3, “Revenue Recognition,” for more information on revenue recognition.
- (q)
Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different from the amount recorded.
If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims.
In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage.
Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
(1)
(r)
We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 15 “Stock Based Compensation” for further information.
- (s)
Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2022. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2021 and 2020, respectively.
We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses.
- (t)
The financial statements of the Company’s subsidiaries operating in Mexico and Canada are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity.
- (u)
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the automotive, retail and consumer goods, metals, energy and manufacturing industries. During the fiscal years ended December 31, 2025, 2024 and 2023, aggregate sales in the automotive industry totaled 45%, 47% and 43% of revenue, respectively. In 2025, 2024 and 2023, General Motors accounted for approximately 25%, 18% and 20% of our total operating revenues, respectively, and Ford accounted for approximately 6%, 17% and 6%, respectively. In 2025, 2024 and 2023, sales to our top 10 customers, including General Motors and Ford, totaled 59%, 56% and 48%, respectively.
- (2)
Adoption of New Accounting Standard
In December 2023, the FASB issued
ASU 2023-09
, Improvements to Income Tax Disclosures (Topic 740). The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction. We adopted this standard on a retrospective basis to all prior periods presented. See Note 12 "Income Taxes" for further information.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (2)
Accounting Pronouncements Issued but Not Yet Effective
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.
- (3)
The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers. The Company broadly groups its services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income.
Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries.
To complement our available capacity, we also provide customers with freight brokerage services by utilizing third-party transportation providers to move freight.
Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer.
Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area.
Transportation services are short-term in nature; agreements governing their provision generally have a term of one year or less. They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service.
We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue.
Value-added services, which are typically dedicated to individual customer requirements, include lift services, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development. Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries.
Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (3)
In 2024, value-added services included a specialty project development for a specific customer. The specialty project development service was accounted for as a single unit of account (i.e., as a single performance obligation), which was completed in 2024. Revenue was recognized over time as the Company transferred control of the project to the customer. Because we transferred control of the project over time, we recognized revenue to the extent of our progress towards completion of our performance obligations. We use the cost-to-cost method for these contracts, which measures progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion for the applicable performance obligation. Incurred cost represented work performed, which corresponds with and thereby best represents the transfer of control to the customer. Revenue, including estimated fees or profits, was recorded proportionately as costs were incurred. Cost of operations consists of labor, materials, subcontractor costs, and other direct and indirect costs, and we included them in operating supplies and expenses on the consolidated statements of income.
The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands):
| 2025 | 2024 | |||
|---|---|---|---|---|
| Prepaid expenses and other - contract assets | $ | 287 | $ | 727 |
Contract assets in the table above relates to revenue in-transit at the end of the reporting period. We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. As it relates to our specialty development project contract receivable, we will receive payments in
120
equal monthly installments. During the years ended December 31, 2025 and 2024, we recorded $11.1 million and $4.0 million of interest income, respectively, related to the specialty development project contract receivable. As of December 31, 2023, the contract asset balance was $0.7 million. See Note 18 “Segment Reporting” for additional information on revenue reported by segment and by geographic region.
- (4)
Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 10 "Fair Value Measurement and Disclosures.
The following table sets forth market value, cost, and unrealized gains on equity securities at December 31 (in thousands):
| 2025 | 2024 | |||
|---|---|---|---|---|
| Fair value | $ | 10,351 | $ | 11,590 |
| Cost basis | 5,335 | 7,264 | ||
| Unrealized gains | $ | 5,016 | $ | 4,326 |
The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands):
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Gross unrealized gains | $ | 5,259 | $ | 4,926 | ||
| Gross unrealized losses | (243 | ) | (600 | ) | ||
| Net unrealized gains | $ | 5,016 | $ | 4,326 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (4)
The following table shows the Company’s net realized gains on marketable equity securities (in thousands):
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Realized gain | ||||||
| Sale proceeds | $ | 2,984 | $ | 19 | $ | 269 |
| Cost basis of securities sold | 2,547 | 17 | 27 | |||
| Realized gain | $ | 437 | $ | 2 | $ | 242 |
| Realized gain, net of taxes | $ | 436 | $ | 1 | $ | 181 |
During the years ended December 31, 2025, 2024 and 2023, our marketable equity securities portfolio experienced net unrealized pre-tax gains in market value of approximately $1,308,000, $836,000 and $799,000, respectively, which were reported in other non-operating income for the period.
- (5)
On September 30, 2024, the Company acquired all of the outstanding equity interest of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd. (collectively, “Parsec”). Parsec is a provider of lift services to Class I, regional, and short-line railroads across North America. The cash purchase price was $208.4 million, subject to customary post-closing adjustments. Parsec operates within the Company's contract logistics segment. The Company borrowed funds from its existing Revolving Credit Facility to finance the acquisition. We incurred approximately $1.3 million of transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income.
On September 13, 2024, the Company acquired certain assets of East Texas Heavy Haul, Inc. (“ETHH”), through a limited asset purchase agreement. We expect the acquisition of ETHH to strategically enhance our specialized heavy-haul wind transportation business and provide for a direct relationship with ETHH’s customer base. The total cash purchase price was $7.5 million. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition. We incurred approximately $0.1 million of transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income. In connection with the acquisition, the Company also entered into independent contractor agreements with certain sellers pursuant to which sellers may earn commissions totaling $5.0 million, subject to reaching certain milestones.
The Company accounted for the acquisitions in accordance with ASC 805, “Business Combinations.” Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill. The goodwill recorded is included in our contract logistics segment and is non-deductible for income tax purposes. For each acquisition, the purchase price was allocated to major classes of assets acquired and liabilities assumed at estimated fair values as of the acquisition date. The allocation of the purchase price in each transaction is as follows (in thousands):
| Parsec | ETHH | ||||
|---|---|---|---|---|---|
| Current assets | $ | 43,456 | $ | — | |
| Property and equipment | 36,314 | 2,170 | |||
| Goodwill | 39,493 | — | |||
| Intangible assets | 103,300 | 5,330 | |||
| Other assets | 504 | — | |||
| Current liabilities | (14,332 | ) | — | ||
| Long-term liabilities | (299 | ) | — | ||
| $ | 208,436 | $ | 7,500 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (5)
The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements. The acquired customer relationships are being amortized over a period of eight years to 16 years, tradenames are being amortized over a period of three years, and the non-competition agreements are being amortized over a period of five years to seven years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets.
The following unaudited pro forma results of operations present consolidated information of the Company as if Parsec and ETHH were acquired on January 1, 2023 (in thousands, except per share data):
| Pro Forma Twelve Months Ended | ||||
|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||
| Operating revenues | $ | 2,016,365 | $ | 1,893,606 |
| Income from operations | $ | 211,299 | $ | 151,627 |
| Net income | $ | 128,653 | $ | 87,806 |
| Earnings per common share: | ||||
| Basic | $ | 4.89 | $ | 3.34 |
| Diluted | $ | 4.88 | $ | 3.34 |
The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired Parsec and ETHH on January 1, 2023. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis. For the year ended December 31, 2024, actual revenue and operating income of the acquired companies included in Universal's results was $59.5 million and $2.6 million, respectively.
- (6)
Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. Unbilled receivables, which usually are billed within one month, totaled $46.0 million and $61.6 million at December 31, 2025 and 2024, respectively. Total accounts receivable at December 31, 2023 was $287.9 million.
Accounts receivable are presented net of an allowance for credit losses. Following is a summary of the activity in the allowance for credit losses for the years ended December 31 (in thousands):
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance at beginning of year | $ | 7,806 | $ | 11,229 | $ | 14,308 | |||
| Provision (reversals) for credit losses | 249 | (353 | ) | 3,773 | |||||
| Uncollectible accounts written off | (4,147 | ) | (3,070 | ) | (6,852 | ) | |||
| Balance at end of year | $ | 3,908 | $ | 7,806 | $ | 11,229 |
- (7)
Property and equipment at December 31 consists of the following (in thousands):
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Transportation equipment | $ | 606,135 | $ | 627,018 | ||
| Land, buildings and related assets | 348,837 | 272,010 | ||||
| Other operating assets | 189,252 | 150,246 | ||||
| Information technology equipment | 28,491 | 29,680 | ||||
| Construction in process | 114,268 | 92,413 | ||||
| Total property and equipment | 1,286,983 | 1,171,367 | ||||
| Less accumulated depreciation | (467,488 | ) | (429,001 | ) | ||
| Total property and equipment, net | $ | 819,495 | $ | 742,366 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (8)
Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands):
| 2025 | 2024 | |||
|---|---|---|---|---|
| Accrued payroll | $ | 28,587 | $ | 35,376 |
| Accrued payroll taxes | 1,877 | 3,690 | ||
| Driver escrow liabilities | 2,769 | 3,989 | ||
| Legal settlements and claims | 2,900 | 3,200 | ||
| Commissions, other taxes and other | 23,342 | 24,489 | ||
| Total | $ | 59,475 | $ | 70,744 |
- (9)
Debt is comprised of the following (in thousands):
| Interest Rates at | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | 2025 | 2024 | |||||
| Outstanding Debt: | |||||||
| Revolving Credit Facility (1) (2) | 5.54% | $ | 217,380 | $ | 310,851 | ||
| CLT Financing (2) | 6.84% | 193,324 | — | ||||
| Equipment Financing (3) | 2.25% to 7.31% | 286,317 | 278,155 | ||||
| Real Estate Facility (4) | 5.81% | 105,260 | 122,635 | ||||
| Margin Facility (5) | 4.79% | — | — | ||||
| Debt paid upon refinance: | |||||||
| UACL Credit Agreement (2) | N/A | — | 51,000 | ||||
| Unamortized debt issuance costs | (4,710 | ) | (3,556 | ) | |||
| 797,571 | 759,085 | ||||||
| Less current portion of long-term debt | 114,850 | 88,812 | |||||
| Total long-term debt, net of current portion | $ | 682,721 | $ | 670,273 |
(1) Our Revolving Credit Facility provides us with a revolving credit commitment of up to $500 million. We may borrow under the Revolving Credit Facility until maturity on September 30, 2027, and this indebtedness bears interest at index-adjusted SOFR, or a base rate, plus an applicable margin based on the Company’s leverage ratio. The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2025, we were in compliance with all covenants under the facility, and $282.6 million was available for borrowing on the revolver.
(2) In October 2025, we completed a credit tenant lease (“CTL”) financing transaction by issuing a senior secured promissory note in the principal amount of $195.9 million. We used the net proceeds of the CTL financing to (i) repay in full the outstanding indebtedness under the UACL Credit Agreement and (ii) repay in part existing indebtedness under the Revolving Credit Facility. The note bears interest at a fixed rate of 6.84% per annum and matures on November 15, 2034. The note is secured primarily by our interests under a long-term composite sublease agreement. The CTL debt is non-recourse to the Company and its subsidiaries, except for customary limited-recourse obligations under indemnity and guaranty agreements relating to environmental matters, lease-term compliance, and certain representations, warranties, and covenants. At December 31, 2025, we were in compliance with all covenants under the note.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (9)
(3) Our Equipment Financing consists of a series of promissory notes issued by wholly owned subsidiaries. The equipment notes are secured by liens on specific titled vehicles or operating equipment. The notes are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25% to 7.31%. One equipment note is payable in 72 monthly installment and bears interest at Term
SOFR
, plus an applicable margin equal to 2.25%. (4) Our Real Estate Facility consists of a $165.4 million term loan, and the facility matures on April 29, 2032. Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10%. The facility bears interest at Term
SOFR
, plus an applicable margin equal to 2.12%. At December 31, 2025, we were in compliance with all covenants under the facility. (5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2025, the maximum available borrowings under the line of credit were $5.3 million.
The following table reflects the maturities of our principal repayment obligations as of December 31, 2025 (in thousands):
| Years Ending<br>December 31 | Revolving Credit Facility | Equipment Financing | Real Estate Financing | CTL Financing | Margin Facility | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | $ | — | $ | 83,259 | $ | 16,535 | $ | 16,302 | $ | — | $ | 116,096 |
| 2027 | 217,380 | 77,684 | 16,535 | 17,453 | — | 329,052 | ||||||
| 2028 | — | 64,794 | 16,535 | 18,685 | — | 100,014 | ||||||
| 2029 | — | 44,153 | 16,535 | 20,004 | — | 80,692 | ||||||
| 2030 | — | 14,947 | 16,535 | 21,415 | — | 52,897 | ||||||
| Thereafter | — | 1,480 | 22,585 | 99,465 | — | 123,530 | ||||||
| Total | $ | 217,380 | $ | 286,317 | $ | 105,260 | $ | 193,324 | $ | — | $ | 802,281 |
The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term
SOFR
and pays a fixed rate of 2.88%. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of $63.3 million. At December 31, 2025, the fair value of the swap agreement was an asset of $0.3 million. Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 10, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps.
- (10)
ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements.
ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
- Level 1 — Quoted prices in active markets for identical assets or liabilities.
- Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
- Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (10)
We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):
| December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Fair Value <br>Measurement | |||||
| Assets | ||||||||
| Cash equivalents | $ | 4 | $ | — | $ | — | $ | 4 |
| Marketable securities | 10,351 | — | — | 10,351 | ||||
| Interest rate swap | — | 341 | — | 341 | ||||
| Total Assets | $ | 10,355 | $ | 341 | $ | — | $ | 10,696 |
| December 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | Fair Value <br>Measurement | |||||
| Assets | ||||||||
| Cash equivalents | $ | 26 | $ | — | $ | — | $ | 26 |
| Marketable securities | 11,590 | — | — | 11,590 | ||||
| Interest rate swap | — | 1,589 | — | 1,589 | ||||
| Total Assets | $ | 11,616 | $ | 1,589 | $ | — | $ | 13,205 |
The valuation techniques used to measure fair value for the items in the tables above are as follows:
- Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets.
- Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets.
- Interest rate swaps – The fair value of our interest rate swap is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk.
Our Revolving Credit Facility, Real Estate Facility and one equipment note consist of variable rate borrowings. We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.
For our Equipment Financing with fixed rates and CTL, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying values and estimated fair values of these promissory notes at December 31, 2025 is summarized as follows:
| 2025 | ||||
|---|---|---|---|---|
| Carrying Value | Estimated Fair<br>Value | |||
| Equipment promissory notes | $ | 272,726 | $ | 274,363 |
| CTL promissory note | $ | 193,324 | $ | 193,792 |
We have not elected the fair value option for any of our financial instruments.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (11)
Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and Frederick P. Calderone, a member of our Board, is special trustee of these trusts with voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services, and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax, and IT infrastructure services. The Audit Committee of our Board reviews and approves related party transactions. The cost of these services is based on the actual or estimated utilization of the specific service.
We also purchase other services from our affiliates. Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Insurance | $ | 96,500 | $ | 85,388 | $ | 76,926 |
| Real estate rent and related costs | 17,938 | 19,674 | 13,649 | |||
| Administrative support services | 6,898 | 7,890 | 6,377 | |||
| Truck fuel, maintenance and other operating costs | 9,060 | 13,748 | 9,221 | |||
| Contracted transportation services | 18 | 147 | 316 | |||
| Total | $ | 130,414 | $ | 126,847 | $ | 106,489 |
We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased.
We lease 27 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 13, “Leases” for further information regarding the cost of leased properties.
We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our controlling stockholder. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At December 31, 2025 and 2024, there were $18.0 million and $19.5 million, respectively, included in each of these accounts for insured claims with an affiliate.
Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At December 31, 2025 and 2024, amounts due to affiliates were $17.2 million and $23.3 million, respectively.
In 2025, we contracted with an affiliate to provide real property improvements for us totaling $4.4 million. There were no such purchases made during 2024.
In 2024, we purchased trailers from an affiliate totaling $4.5 million. There were no such purchases made during 2025.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (11)
Services provided by Universal to Affiliates
We periodically assist companies that are owned by our controlling stockholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to our affiliates for the years ended December 31 (in thousands):
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Contracted transportation services | $ | 1,973 | $ | 1,737 | $ | 5,087 |
| Facilities and related support | 936 | 2,383 | 1,595 | |||
| Total | $ | 2,909 | $ | 4,120 | $ | 6,682 |
At December 31, 2025 and 2024, amounts due from affiliates were $1.0 million and $1.3 million, respectively.
In 2025, we sold used trailers to an affiliate for $0.4 million. There were no such sales made during 2024.
In 2024, we sold an inactive Mexican subsidiary to an affiliate for approximately $0.1 million. The selling price approximated the book value of the net assets sold, and as such, no gain or loss was recorded.
- (12)
A summary of income related to U.S. and non-U.S. operations are as follows (in thousands):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||
| Operations | |||||||
| U.S. Domestic | $ | (100,157 | ) | $ | 170,903 | $ | 120,281 |
| Foreign | 145 | 2,839 | 4,018 | ||||
| Total pre-tax income | $ | (100,012 | ) | $ | 173,742 | $ | 124,299 |
The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands):
| 2025 | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Current: | |||||||
| U.S. Federal | $ | 19,991 | $ | 8,585 | $ | 15,603 | |
| State | 6,640 | 4,820 | 5,349 | ||||
| Foreign | 324 | 45 | 26 | ||||
| Total current | 26,955 | 13,450 | 20,978 | ||||
| Deferred: | |||||||
| U.S. Federal | (18,600 | ) | 28,107 | 9,612 | |||
| State | (7,731 | ) | 1,382 | 639 | |||
| Foreign | (763 | ) | 896 | 169 | |||
| Total deferred | (27,094 | ) | 30,385 | 10,420 | |||
| Total | $ | (139 | ) | $ | 43,835 | $ | 31,398 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (12)
Income tax expense (benefit) attributable to income from continuing operations differs from the federal statutory rates for each of the years ended December 31 as follows (in thousands, except percentages):
| 2025 | 2024 | 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % | |||||||||||||
| U.S. Federal statutory rate | ) | 21 | % | 21 | % | 21 | % | ||||||||
| Nontaxable or nondeductible items | |||||||||||||||
| Nondeductible goodwill impairment | -21 | % | 0 | % | 0 | % | |||||||||
| Other | ) | 0 | % | 0 | % | 0 | % | ||||||||
| State and local, net of federal benefit (1) | 0 | % | 4 | % | 4 | % | |||||||||
| Foreign | |||||||||||||||
| Statutory rate difference between Mexico and US | ) | 0 | % | 0 | % | 0 | % | ||||||||
| Statutory rate difference between Canada and US | 0 | % | 0 | % | 0 | % | |||||||||
| Changes in Canadian valuation allowance | ) | 0 | % | ) | 0 | % | ) | 0 | % | ||||||
| Other foreign | 0 | % | 0 | % | 0 | % | |||||||||
| Effective tax rate | ) | 0 | % | 25 | % | 25 | % |
All values are in US Dollars.
(1) For each of the years ended December 31, 2025, 2024 and 2023, the majority of state tax expense was paid in Alabama, California, Georgia, Illinois, Michigan, Pennsylvania, and Tennessee.
Income taxes paid during the years ended December 31 are as follows (in thousands):
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Federal | $ | 13,250 | $ | 9,250 | $ | 15,900 |
| State | ||||||
| Alabama | 459 | 358 | 596 | |||
| California | 174 | 645 | 1,010 | |||
| Georgia | 622 | 479 | 636 | |||
| Illinois | 383 | 470 | 408 | |||
| Michigan | 634 | 611 | 1,047 | |||
| Pennsylvania | 863 | 592 | 1,024 | |||
| Tennessee | 608 | 373 | 533 | |||
| Other state jurisdictions | 1,873 | 3,357 | 4,204 | |||
| Foreign | ||||||
| Mexico | 1,567 | 2,430 | — | |||
| Other foreign jurisdictions | 33 | 25 | 54 | |||
| Total | $ | 20,466 | $ | 18,590 | $ | 25,412 |
The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands):
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Unrecognized tax benefit – beginning of year | $ | 227 | $ | 278 | $ | 257 | |||
| Increases related to current year tax positions | 25 | 13 | 36 | ||||||
| Decreases related to prior year tax positions | (25 | ) | (64 | ) | (15 | ) | |||
| Unrecognized tax benefit – end of year | $ | 227 | $ | 227 | $ | 278 |
As of December 31, 2025, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.2 million. These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2025, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months. As of December 31, 2025, the amount for both accrued interest and penalties was zero.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (12)
Deferred income tax assets and liabilities at December 31 consist of the following (in thousands):
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Domestic deferred tax assets: | ||||||
| Allowance for credit losses | $ | 1,300 | $ | 1,970 | ||
| Other assets | 1,305 | 5,304 | ||||
| Accrued expenses | 6,297 | 6,756 | ||||
| Total domestic deferred tax assets | $ | 8,902 | $ | 14,030 | ||
| Domestic deferred tax liabilities: | ||||||
| Prepaid expenses | $ | 2,414 | $ | 1,987 | ||
| Marketable securities | 1,336 | 901 | ||||
| Intangible assets | 5,025 | 13,112 | ||||
| Property and equipment | 82,525 | 107,042 | ||||
| Total domestic deferred tax liabilities | $ | 91,300 | $ | 123,042 | ||
| Net domestic deferred tax liabilities | $ | 82,398 | $ | 109,012 | ||
| Foreign deferred tax assets | ||||||
| Reserves | $ | 442 | $ | 329 | ||
| Net operating losses | 1,604 | 1,304 | ||||
| Valuation allowance - foreign | (954 | ) | (1,304 | ) | ||
| Total foreign deferred tax asset | $ | 1,092 | $ | 329 | ||
| Net deferred tax liability | $ | 81,306 | $ | 108,683 |
In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic deferred tax assets.
As of December 31, 2025, we had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $0.6 million. The net operating loss carryforward will expire in 2035. Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be full realized and as such no valuation allowance has been provided. As of December 31, 2024, there was no such net operating loss carryforward associated with our Mexican subsidiary. At December 31, 2025 and 2024, we had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $1.1 million and $1.2 million, respectively. Based on the anticipated earnings projections, management had previously recorded a full valuation allowance for the deferred tax assets associated with these entities.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (13)
As of December 31, 2025, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. Our incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, we use uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate.
Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of December 31, 2025, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.
Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts.
The following table summarizes our lease costs for the years ended December 31, 2025 and 2024, and related information (in thousands):
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| With Affiliates | With Third Parties | Total | ||||
| Lease cost | ||||||
| Operating lease cost | $ | 16,420 | $ | 22,523 | $ | 38,943 |
| Short-term lease cost | 528 | 11,411 | 11,939 | |||
| Variable lease cost | 722 | 4,090 | 4,812 | |||
| Total lease cost | $ | 17,670 | $ | 38,024 | $ | 55,694 |
| December 31, 2024 | ||||||
| With Affiliates | With Third Parties | Total | ||||
| Lease cost | ||||||
| Operating lease cost | $ | 9,972 | $ | 26,101 | $ | 36,073 |
| Short-term lease cost | 512 | 12,031 | 12,543 | |||
| Variable lease cost | 917 | 4,364 | 5,281 | |||
| Total lease cost | $ | 11,401 | $ | 42,496 | $ | 53,897 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (13)
The following table summarizes other lease related information as of and for the years ended December 31, 2025 and 2024 (in thousands):
| December 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| With Affiliates | With Third Parties | Total | |||||||
| Other information | |||||||||
| Cash paid for amounts included in the measurement of operating leases | $ | 15,414 | $ | 23,776 | $ | 39,190 | |||
| Right-of-use asset change due to lease termination | $ | — | $ | (6,929 | ) | $ | (6,929 | ) | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 120,433 | $ | 9,197 | $ | 129,630 | |||
| Weighted-average remaining lease term (in years) | 8.2 | 2.6 | 6.9 | ||||||
| Weighted-average discount rate | 11.3 | % | 6.6 | % | 10.5 | % | |||
| December 31, 2024 | |||||||||
| With Affiliates | With Third Parties | Total | |||||||
| Other information | |||||||||
| Cash paid for amounts included in the measurement of operating leases | $ | 10,025 | $ | 26,904 | $ | 36,929 | |||
| Right-of-use asset change due to lease termination | $ | — | $ | (109 | ) | $ | (109 | ) | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 3,916 | $ | 16,184 | $ | 20,100 | |||
| Right-of-use assets obtained due to acquisition of business | $ | — | $ | 432 | $ | 432 | |||
| Weighted-average remaining lease term (in years) | 3.8 | 2.9 | 3.1 | ||||||
| Weighted-average discount rate | 7.9 | % | 6.0 | % | 6.5 | % |
Future minimum lease payments under these operating leases as of December 31, 2025, are as follows (in thousands):
| With Affiliates | With Third Parties | Total | |||||
|---|---|---|---|---|---|---|---|
| 2026 | $ | 24,559 | $ | 20,556 | $ | 45,115 | |
| 2027 | 23,573 | 13,481 | 37,054 | ||||
| 2028 | 24,140 | 6,162 | 30,302 | ||||
| 2029 | 24,241 | 3,442 | 27,683 | ||||
| 2030 | 24,782 | 465 | 25,247 | ||||
| Thereafter | 91,186 | — | 91,186 | ||||
| Total required lease payments | $ | 212,481 | $ | 44,106 | $ | 256,587 | |
| Less amounts representing interest | (82,786 | ) | |||||
| Present value of lease liabilities | $ | 173,801 |
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (14)
We offer 401(k) defined contribution plans to our employees. The plans are administered by a company controlled by our principal stockholder and include different matching provisions typically ranging from zero to $2,080 per participant annually depending on which subsidiary or affiliate is involved. Certain of these plans also include a discretionary matching provision as determined by the Company. We also participate in certain defined contribution plans for covered employees. The total expense for contributions for retirement plans, including plans related to collective bargaining agreements, was $3.4 million, $2.3 million and $1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
In connection with a collective bargaining agreement that covered 13 Canadian employees at December 31, 2025, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2025, 2024 and 2023, the required contributions totaled approximately $14,000, $7,000 and $58,000, respectively.
In connection with a collective bargaining agreement, we are also required to make defined contributions for certain employees into the Western Conference of Teamsters Pension Trust Fund (“WCTPT”). As of December 31, 2025, 751 employees are covered under the plan. For the years ended December 31, 2025 and 2024, WCTPT plan contributions totaled approximately $1.9 million and $0.9 million, respectively. As an employer sponsor of this plan we may be subject to withdraw liability from time to time. No withdraw liability exists at December 31, 2025.
- (15)
In May 2025, we granted 2,802 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $22.47 per share, based on the closing price of our stock on the grant date, and vested immediately.
In February 2025, we granted 24,195 shares of restricted stock under our equity plan to certain employees, including 5,887 shares to our Chief Executive Officer and 7,521 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $29.73 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us.
In February 2025, we granted 1,904 shares of restricted stock under our equity plan to one of our employees. This restricted stock award has a fair value of $27.46 per share, based on the closing price of our stock on the grant date. The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us.
In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $45.22 per share, based on the closing price of our stock on the grant date, and vested immediately.
In February 2024, we granted 21,105 shares of restricted stock under our equity plan to certain employees, including 5,160 shares to our Chief Executive Officer and 5,223 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $31.96 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2025, 2026, 2027, and 2028, subject to their continued employment with us.
In May 2023, we granted 3,549 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $25.42 per share, based on the closing price of our stock on the grant date, and vested immediately.
In March 2023, we granted 34,611 shares of restricted stock under our equity plan to certain employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $27.59 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to their continued employment with us.
In September 2021, we granted 2,355 shares of restricted stock under our equity plan to one of our employees. This restricted stock award has a fair value of $20.46 per share, based on the closing price of our stock on the grant date. The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with us.
In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer. This restricted stock award has a fair value of $17.74 per share, based on the closing price of our stock on the grant date. The shares vested on February 20, 2024.
In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer. This restricted stock award has a fair value of $18.82 per share, based on the closing price of our stock on the grant date. The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with us.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (15)
A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement.
The following table summarizes the status of our non-vested shares and related information for the period indicated:
| Shares | Weighted<br>Average Grant <br>Date Fair Value | ||||
|---|---|---|---|---|---|
| Non-vested at January 1, 2025 | 85,538 | $ | 24.49 | ||
| Granted | 28,901 | $ | 28.88 | ||
| Vested | (16,383 | ) | $ | 27.92 | |
| Forfeited | — | $ | — | ||
| Balance at December 31, 2025 | 98,056 | $ | 25.21 |
The total grant date fair value of vested shares recognized as compensation cost was $0.5 million, $0.8 million and $0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. Included in compensation cost during each of the years ended December 31, 2025, 2024 and 2023 was approximately $0.1 million recognized as a result of the grants of stock to non-employee directors. As of December 31, 2025, there was approximately $2.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, we expect to recognize stock-based compensation expense of $1.0 million in 2026, $0.8 million in 2027, $0.5 million in 2028 and $0.2 million in 2029.
- (16)
Our principal commitments relate to long-term real estate leases and payment obligations to equipment and construction vendors, and for purchases of strategic real estate.
The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.
At December 31, 2025, approximately 37% of our employees are subject to collective bargaining agreements that are renegotiated periodically, 25% of which are subject to contracts that expire in 2026.
At December 31, 2025, our firm commitments, including for the purchase of equipment and on-going real estate projects, totaled $24.1 million.
- (17)
Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the years ended December 31, 2025, 2024 and 2023, there were 11,583, 33,007 and 23,821 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.
In the year ended December 31, 2025 and 2023, 98,056 and 34,045 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. No such shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (18)
We report our financial results in three distinct reportable segments: contract logistics, intermodal and trucking, which are based primarily on the services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.
Operations aggregated in our contract logistics segment deliver value-added or dedicated transportation services to support in-bound logistics to industrial customers and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations included in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. Other non-reportable segments are comprised of legacy company-managed brokerage operations and the Company’s subsidiaries that provide support services to other subsidiaries.
The Company’s President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM). Our CODM is responsible for reviewing segment performance and making decisions regarding the allocation of resources. The CODM uses income from operations compared to budgeted, forecasted, and prior period amounts to assess segment performance. Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the CODM.
The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2025, 2024 and 2023 (in thousands):
| 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contract Logistics | Intermodal | Trucking | Other (2) | Total | |||||||||
| Total operating revenues (1) | $ | 1,049,484 | $ | 257,017 | $ | 251,422 | $ | 474 | $ | 1,558,397 | |||
| Operating expenses: | |||||||||||||
| Purchased transportation and equipment rent | 8,571 | 106,803 | 183,315 | 11,746 | 310,435 | ||||||||
| Direct personnel and related benefits | 610,034 | 67,929 | 7,573 | 4 | 685,540 | ||||||||
| Operating supplies and expenses | 162,162 | 41,761 | 13,031 | (11,590 | ) | 205,364 | |||||||
| Commission expense | 23 | 2,671 | 14,406 | — | 17,100 | ||||||||
| Occupancy expense | 30,995 | 21,189 | 209 | (3,002 | ) | 49,391 | |||||||
| Depreciation and amortization | 88,500 | 25,977 | 9,766 | 22,004 | 146,247 | ||||||||
| Other segment expenses (3) | 66,673 | 152,742 | 9,192 | (19,940 | ) | 208,667 | |||||||
| Total operating expenses | 966,958 | 419,072 | 237,492 | (778 | ) | 1,622,744 | |||||||
| Income (loss) from operations | $ | 82,526 | $ | (162,055 | ) | $ | 13,930 | $ | 1,252 | $ | (64,347 | ) |
(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $4.2 million, $0.5 million, and $0.1 million, respectively.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (18)
| 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contract Logistics | Intermodal | Trucking | Other (2) | Total | ||||||||
| Total operating revenues (1) | $ | 1,129,658 | $ | 308,744 | $ | 331,982 | $ | 75,651 | $ | 1,846,035 | ||
| Operating expenses: | ||||||||||||
| Purchased transportation and equipment rent | 13,024 | 134,107 | 251,567 | 84,250 | 482,948 | |||||||
| Direct personnel and related benefits | 497,870 | 73,557 | 4,385 | 7,439 | 583,251 | |||||||
| Operating supplies and expenses | 249,090 | 37,984 | 12,453 | (5,644 | ) | 293,883 | ||||||
| Commission expense | 93 | 1,889 | 25,303 | — | 27,285 | |||||||
| Occupancy expense | 29,440 | 17,646 | 265 | (3,142 | ) | 44,209 | ||||||
| Depreciation and amortization | 53,521 | 32,944 | 7,146 | 30,577 | 124,188 | |||||||
| Other segment expenses (3) | 67,536 | 38,358 | 9,900 | (28,635 | ) | 87,159 | ||||||
| Total operating expenses | 910,574 | 336,485 | 311,019 | 84,845 | 1,642,923 | |||||||
| Income (loss) from operations | $ | 219,084 | $ | (27,741 | ) | $ | 20,963 | $ | (9,194 | ) | $ | 203,112 |
(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $0.2 million, $3.0 million, and $0.1 million, respectively.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.
| 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Contract Logistics | Intermodal | Trucking | Other (2) | Total | |||||||
| Total operating revenues (1) | $ | 829,574 | $ | 382,610 | $ | 333,211 | $ | 116,744 | $ | 1,662,139 | |
| Operating expenses: | |||||||||||
| Purchased transportation and equipment rent | 14,492 | 183,808 | 258,399 | 114,514 | 571,213 | ||||||
| Direct personnel and related benefits | 447,559 | 80,831 | 5,104 | 9,285 | 542,779 | ||||||
| Operating supplies and expenses | 124,431 | 45,427 | 8,625 | (5,839 | ) | 172,644 | |||||
| Commission expense | 151 | 2,252 | 28,967 | — | 31,370 | ||||||
| Occupancy expense | 28,530 | 17,590 | 185 | (2,004 | ) | 44,301 | |||||
| Depreciation and amortization | 40,483 | 25,153 | 2,032 | 9,368 | 77,036 | ||||||
| Other segment expenses (3) | 46,176 | 25,945 | 12,641 | (7,410 | ) | 77,352 | |||||
| Total operating expenses | 701,822 | 381,006 | 315,953 | 117,914 | 1,516,695 | ||||||
| Income from operations | $ | 127,752 | $ | 1,604 | $ | 17,258 | $ | (1,170 | ) | $ | 145,444 |
(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $0.6 million, $3.0 million, and $0.6 million, respectively.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2025, 2024 and 2023
- (18)
We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia. Revenues attributed to geographic areas are as follows (in thousands):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| United States | $ | 1,495,362 | $ | 1,791,204 | $ | 1,622,993 |
| Mexico | 51,238 | 49,275 | 30,462 | |||
| Canada | 10,638 | 3,377 | 5,846 | |||
| Colombia | 1,159 | 2,179 | 2,838 | |||
| Total | $ | 1,558,397 | $ | 1,846,035 | $ | 1,662,139 |
Net long-lived assets by geographic area are presented in the table below (in thousands):
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| United States | $ | 866,057 | $ | 764,497 |
| Mexico | 121,167 | 47,652 | ||
| Canada | 872 | 3,196 | ||
| Colombia | 761 | 1,024 | ||
| Total | $ | 988,857 | $ | 816,369 |
- (19)
On March 13, 2026, our Board of Directors declared the regular quarterly cash dividend of $0.105 per share of common stock, payable to stockholders of record at the close of business on March 23, 2026 and is expected to be paid on April 3, 2026. Declaration of future cash dividends is subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.
During the first quarter of 2026, the Company identified certain triggering events related to a component of the contract logistics reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company is required to evaluate certain indefinite and long lived tangible and intangible assets for impairment. The Company is currently conducting its evaluation.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
An evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025 was carried out under the supervision and with the participation of management, including our principal executive officer and principal financial officer.
Based on this evaluation, and as a result of the material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025.
Notwithstanding the material weakness described below, management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Inherent Limitations over Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weakness described below.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in its report included herein.
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed, management identified a material weakness related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within our business.
As a result of this material weakness, there was a reasonable possibility that a material misstatement of the Company’s financial statements would not be prevented or detected on a timely basis.
Remediation Efforts
Management is actively engaged in remediation efforts to address the material weakness.
During 2025 and continuing into 2026, the Company has taken and is continuing to take the following actions:
- enhancing its technical accounting resources through hiring and training initiatives;
- increasing its use of external technical accounting and valuation specialists;
- implementing additional review procedures over the preparation and review of goodwill impairment analyses, including enhanced controls over the identification and validation of reporting unit carrying values and significant assumptions;
- strengthening management review controls over financial statement preparation and complex accounting matters; and
- implementing additional formalized internal control procedures and documentation requirements.
These remediation efforts are ongoing and have not yet been completed. The material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management is committed to remediating the material weakness as soon as practicable; however, there can be no assurance that these remediation efforts will be successful or that additional deficiencies will not be identified in the future.
Changes in Internal Control Over Financial Reporting
In connection with the identification of the material weakness, management has begun implementing remediation measures as described above.
Other than these remediation activities, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Universal Logistics Holdings, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Universal Logistics Holdings, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment.
Management identified a material weakness related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within the Company’s business.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 16, 2026 which expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Other Information
We do not express an opinion or any other form of assurance on the Company’s remediation efforts.
/s/ GRANT THORNTON LLP
Southfield, Michigan
March 16, 2026
ITEM 9B: OTHER INFORMATION
Trading Arrangements
During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, nor any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
- Indicates a management contract, compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
ITEM 16: FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| Universal Logistics Holdings, Inc. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Jude Beres | |
| Jude Beres, Chief Financial Officer | ||
| Date: March 16, 2026 |
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Tim Phillips and Jude Beres, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date |
|---|---|---|
| /s/ Tim Phillips | Chief Executive Officer | March 16, 2026 |
| Tim Phillips | (Principal Executive Officer) | |
| /s/ Jude Beres | Chief Financial Officer and Treasurer | March 16, 2026 |
| Jude Beres | (Principal Financial and Accounting Officer) | |
| /s/ Matthew T. Moroun | Chairman of the Board | March 16, 2026 |
| Matthew T. Moroun | ||
| /s/ Matthew J. Moroun | Director | March 16, 2026 |
| Matthew J. Moroun | ||
| /s/ Grant Belanger | Director | March 16, 2026 |
| Grant Belanger | ||
| /s/ Frederick P. Calderone | Director | March 16, 2026 |
| Frederick P. Calderone | ||
| /s/ Clarence W. Gooden | Director | March 16, 2026 |
| Clarence W. Gooden | ||
| /s/ Marcus D. Hudson | Director | March 16, 2026 |
| Marcus D. Hudson | ||
| /s/ Michael A. Regan | Director | March 16, 2026 |
| Michael A. Regan | ||
| /s/ Richard P. Urban | Director | March 16, 2026 |
| Richard P. Urban | ||
| /s/ H.E. “Scott” Wolfe | Director | March 16, 2026 |
| H. E. “Scott” Wolfe |
EX-4.2
Exhibit 4.2
DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material terms of the capital stock of Universal Logistics Holdings, Inc. (“we,” “our,” “us” or the “Company”) and the provisions of the Company’s Articles of Incorporation (“Articles”) and Bylaws. It also summarizes relevant provisions of Chapter 78 of the Nevada Revised Statutes, which we refer to as Nevada law, or the “NRS.” Since the terms of our Articles, Bylaws and Nevada law are more detailed than the general information provided below, we urge you to read the actual provisions of those documents and Nevada law. The following summary of our capital stock is subject in all respects to and qualified by Nevada law, our Articles and our Bylaws.
General
The authorized capital stock of the Company consists of 100,000,000 shares of common stock, no par value per share, and 5,000,000 shares of preferred stock, no par value per share. As of December 31, 2025, there were 26,336,137 shares of our common stock issued, 26,330,058 shares of our common stock outstanding, and no shares of our preferred stock issued or outstanding. Our common stock is listed on the NASDAQ Stock Market.
Common Stock
All of the outstanding shares of our common stock are fully paid and non-assessable.
Voting Rights. Each holder of our common stock is entitled to cast one vote for each share held of record on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock have no cumulative voting rights.
Dividends. Holders of our common stock are entitled to receive dividends or other distributions declared by our board of directors from time to time. The right of the board of directors to declare dividends is subject to the rights of any holders of our preferred stock and the availability under Nevada law of sufficient surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, as permitted by the Nevada Revised Statutes.
Liquidation Rights. If the Company is dissolved, our common stockholders will share ratably in the distribution of all assets that remain after we pay all of our liabilities and satisfy our obligations to the holders of any of our preferred stock.
Preemptive and Other Rights. Holders of our common stock have no preemptive rights to purchase or subscribe for any stock or other securities of the Company, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock.
Transfer Agent. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Preferred Stock
The board of directors is authorized to issue shares of our preferred stock at any time, without stockholder approval. It has the authority to determine all aspects of those shares, including the following:
- the designation and number of shares;
- the dividend rate and any preferences which dividends on that series of preferred stock will have compared to any other class or series of our capital stock;
- any voting rights;
- any redemption price and the terms of any redemption rights applicable to that series; and
- any purchase, retirement or sinking fund provisions applicable to that series.
Any of these terms could have an adverse effect on the availability of earnings for distribution to the holders of our common stock or for other corporate purposes. We have no agreements or understandings for the issuance of any shares of preferred stock.
Limitation of Liability and Indemnification
Nevada law permits a corporation to include in its articles of incorporation provisions eliminating or limiting the personal liability of directors and officers for damages for breach of fiduciary duty, subject to certain exceptions. Our Articles of Incorporation provide that, to the fullest extent permitted by Nevada law, our directors and officers shall not be personally liable to the Company or its stockholders for damages for breach of fiduciary duty.
Nevada law also provides that a corporation may indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement in connection with certain actions, suits, or proceedings. Our Articles of Incorporation and Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Nevada law.
Provisions That May Discourage Takeovers
Certain provisions of Nevada law and our Articles of Incorporation and Bylaws may have the effect of discouraging, delaying, or preventing a change in control of the Company or changes in our management. These provisions include, among others, the business combination statutes, controlling interest statutes (subject to certain exemptions described below), blank check preferred stock authority, and forum selection provisions. These provisions could protect the continuity of our directors and management and possibly deprive stockholders of an opportunity to sell their shares of common stock at prices higher than the prevailing market prices. The following description is subject in its entirety to applicable Nevada law and our Articles and Bylaws.
Business Combinations. We are subject to Sections 78.411 through 78.444 of the NRS. In general, these statutes prohibit a publicly held Nevada corporation with 200 or more stockholders of record from engaging in any business combination with any interested stockholder for a period of two years following the date that the stockholder became an interested stockholder. This two-year moratorium can be lifted only by advance approval of the combination or the transaction by which such person first becomes an interested stockholder by the Company’s board of directors before such person becomes an interested stockholder or unless the combination is approved by the board and 60% of the Company’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Additionally, after the two-year period, a combination remains prohibited unless (i) the combination or the transaction by which such person first becomes an interested stockholder is approved by the board of directors before such person becomes an interested stockholder; (ii) the combination is approved by a majority of the outstanding voting power not beneficially owned by the interested stockholder and its affiliates and associates; or (iii) the consideration to be received by the disinterested stockholders satisfies certain fair value requirements. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder.
Section 78.416 of the NRS defines business “combination” to include:
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge or other disposition involving the interested stockholder of 5% or more of the assets of the corporation;
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
any plan or proposal for the liquidation or dissolution of the corporation under any agreement, arrangement with the interested stockholder;
subject to exceptions, any transaction involving the corporation that increases the proportionate share of the stock of the corporation which is owned by the interested stockholder; or
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
Section 78.423 of the NRS defines an interested stockholder as any person beneficially owning 10% or more of the outstanding voting stock of the corporation and or person affiliated with or controlling or controlled by that person.
As of May 1, 2025, the Company has fewer than 200 stockholders of record and, therefore, these business combination statutes do not apply to us. However, we could become subject to such restrictions in the future if we reach or exceed 200 stockholders of record.
Ownership of Controlling Shares by the Moroun Family. As of March 6, 2026, our Chairman, Matthew T. Moroun, beneficially owns an aggregate of 19,199,859 shares, or 72.9%, of our outstanding common stock. This number excludes 285,550 shares owned directly by his spouse, Lindsay S. Moroun, and 2,235 shares owned directly by his son, Matthew J. Moroun, who is a member of our board of directors. Some of the shares beneficially owned by Matthew T. Moroun are held by family trusts, of which Mr. Moroun is trustee. In this capacity, Mr. Moroun holds investment power over the shares. Frederick P. Calderone, a member of our board of directors, is the special trustee of these family trusts, and in that capacity, Mr. Calderone exercises voting power over the shares. The special trustee serves at the discretion of the trustee, and members of the Moroun family are the beneficiaries of the family trusts. Therefore, votes cast on behalf of the family trusts control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our Articles and Bylaws, and the approval of any merger or sale of substantially all of our assets. This concentration of ownership could render it more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise and could also limit the price that some investors might be willing to pay for shares of our common stock and possibly deprive other shareholders of an opportunity to sell their shares at prices higher than the prevailing market prices.
Controlling Interest Statutes; Moroun Family Exemption. Nevada law contains provisions governing acquisitions of controlling interests in certain Nevada corporations. These provisions, which are set forth in Sections 78.378 through 78.3793 of the Nevada Revised Statutes, generally provide that a person who acquires a controlling interest in a Nevada corporation may be subject to certain restrictions on voting rights unless such rights are restored by the affirmative vote of disinterested stockholders. Our Articles of Incorporation provide that these provisions do not apply to any acquisition of shares of our capital stock by Matthew T. Moroun, his spouse or their children, any trust for the benefit of one or more members of the Moroun Family, or any entity controlled by one or more members of the Moroun Family. As a result, acquisitions of our capital stock by members of the Moroun Family or related entities are not subject to the restrictions imposed by these Nevada controlling interest statutes.
Availability of Authorized but Unissued Shares. All of our preferred stock and a substantial amount of our common stock are authorized but unissued and not reserved for any particular purpose. Our board of directors may issue shares of authorized common or preferred stock without stockholder approval. If our board of directors decides to issue shares to persons friendly to current management, this could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. Authorized but unissued shares also could be used to dilute the stock ownership of persons seeking to obtain control of the Company, including dilution through a shareholder rights plan of the type commonly known as a “poison pill,” which the board of directors could adopt without a shareholder vote.
Issuance of Preferred Stock. In addition, our board of directors could issue preferred shares having voting rights that adversely affect the voting power of our common stockholders, which could have the effect of delaying, deferring or impeding a change in control of the Company. The issuance of preferred stock could have the effect of delaying, deferring, or preventing a change in control of the Company without further action by our stockholders and may adversely affect the voting and other rights of the holders of our common stock.
No Cumulative Voting. Under Nevada law, stockholders do not have cumulative voting rights for the election of directors unless the Articles so provide. Our Articles do not provide for cumulative voting.
Limitation on Calling Special Meetings of Stockholders. Nevada law allows the board of directors, any two directors, the President or such other persons as authorized by our Articles or Bylaws to call special meetings of stockholders.
Our Bylaws provide that a special meeting may be called by our President, our Chief Executive Officer, or our Chairman of the board of directors and must be called by the President or Secretary at the written request of two or more directors or at the written request of stockholders owning at least 75% of the shares of stock entitled to vote at the proposed special meeting. Business to be transacted at a special meeting is limited by our Bylaws to the purpose or purposes stated in the notice of the meeting, unless all of our stockholders are present in person or by proxy.
Classification of Board of Directors. Nevada law permits our Bylaws to be amended to provide that our board of directors may be classified as to the duration of terms or as to their election by one or more authorized classes, provided that at least one-fourth in number of the directors be elected annually. Our Bylaws provide that all directors are elected to one-year terms, expiring at the next annual meeting of our stockholders. However, our board of directors could at any time amend our Bylaws to classify our board of directors with staggered terms without any action on the part of our stockholders. A classified board with staggered terms could make it more difficult for a stockholder or group of stockholders to assume control of the board of directors by replacing a majority of the board of directors with their own candidates.
Exclusive Forum
Our Articles of Incorporation provide that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court sitting in Clark County, Nevada shall be the sole and exclusive forum for:
- any derivative action or proceeding brought on our behalf;
- any action asserting a claim of breach of fiduciary duty owed by any of our current or former directors, officers, employees, or stockholders to the Company or our stockholders;
- any action asserting a claim arising pursuant to any provision of the Nevada Revised Statutes, our Articles of Incorporation, or our Bylaws; or
- any action asserting a claim governed by the internal affairs doctrine.
If the Eighth Judicial District Court of Nevada does not have jurisdiction, such actions must be brought in another state court located in Nevada or the federal district court for the District of Nevada.
In addition, our Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933.
These forum selection provisions may limit a stockholder’s ability to bring claims in a judicial forum that such stockholder finds favorable.
EX-10.11
Exhibit 10.11
AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
This Amended and Restated Indemnification Agreement is dated as of [•], 2026 (this “Agreement”) and is between Universal Logistics Holdings, Inc., a Nevada corporation (the “Company”), and [•] (“Indemnitee”).
Background:
The Company believes that in order to attract and retain highly competent people to serve as directors or in other capacities, including as officers, it must provide them with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.
The Company desires and has requested Indemnitee to serve, or to continue to serve, as a director or officer of the Company and, in order to induce Indemnitee to serve, or to continue to serve, as a director or officer of the Company, the Company is willing to grant Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve, or to continue to serve, on the basis that such indemnification be provided.
The parties by this Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses.
In consideration of Indemnitee’s service to the Company and the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Indemnification. To the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, including without limitation NRS 78.7502 and 78.751, as the same exists or may hereafter be amended (the “NRS”), the Company shall indemnify and hold harmless Indemnitee as set forth in this Agreement. The indemnification provided by this Section 1 shall be mandatory and not permissive to the fullest extent permitted by the NRS and shall apply regardless of whether such indemnification is also available under the Company’s articles of incorporation, bylaws or any other agreement or arrangement.
The Company shall indemnify Indemnitee if Indemnitee was or is a party to, is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed action, suit or proceeding (brought by or in the right of the Company or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including any and all appeals, by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted by Indemnitee in any such capacity. For the avoidance of doubt, the foregoing shall include any investigation, inquiry or request for information, whether formal or informal, whether or not a formal action, suit or proceeding is commenced.
Subject to Section 6, the indemnification provided by this Section 1 shall be from and against all loss and liability suffered and expenses (including attorneys’ fees, costs and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding, including any appeals (collectively, “Losses”).
Advancement of Expenses. To the fullest extent permitted by the NRS, but subject to the terms of this Agreement and following notice pursuant to Section 3(a) below, expenses (including attorneys’ fees, costs and expenses) incurred by Indemnitee in appearing at, participating in or defending, or otherwise arising out of or related to, any action, suit or proceeding described in Section 1 shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, or in connection with any action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses pursuant to Section 3 (an “advancement of expenses”), within 20 days after receipt by the Company of a statement or statements from Indemnitee requesting such advancement of expenses from time to time. The right to advancement of expenses under this Section 2 is contractual and shall not be conditioned upon any determination of Indemnitee’s ultimate entitlement to
indemnification. Indemnitee hereby undertakes to repay any amounts so advanced (without interest) to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such Indemnitee is not entitled to be indemnified or entitled to advancement of expenses under this Agreement. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6.
Procedure for Indemnification; Notification and Defense of Claim.
Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if any indemnification, advancement or other claim in respect thereof is to be sought from or made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.
With respect to any action, suit or proceeding of which the Company is so notified as provided in this Agreement, the Company shall, subject to the last two sentences of this Section 3(b), be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any subsequently incurred fees of separate counsel engaged by Indemnitee with respect to the same action, suit or proceeding unless the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company, which authorization will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the conduct of any such defense, there is an actual or potential conflict of interest or position (other than such potential conflicts that are objectively immaterial or remote) between the Company and Indemnitee with respect to a significant issue, then the Company will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.
The determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within 30 days following the Company’s receipt of a request for indemnification in accordance with Section 3(a). If the determination of whether to grant Indemnitee’s indemnification request shall not have been made within such 30‑day period, the requisite determination of entitlement to indemnification shall, subject to Section 6, nonetheless, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) an intentional misstatement by Indemnitee of a material fact, or an intentional omission of a material fact necessary to make Indemnitee’s statement not misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the NRS; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation or information relating thereto.
In the event that (i) the Company determines in accordance with this Section 3 that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within 30 days following receipt of a request for indemnification as described above, (iii) payment of indemnification is not made within such 30‑day period (as it may be extended), (iv) advancement of expenses is not timely made in
accordance with Section 2 or (v) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses, as applicable. Indemnitee’s expenses (including attorneys’ fees, costs and expenses) incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company to the fullest extent permitted by the NRS.
Indemnitee shall, to the fullest extent permitted by law, be presumed to be entitled to indemnification and advancement of expenses under this Agreement upon submission of a request therefor in accordance with Section 2 or Section 3, as the case may be. The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination of entitlement to indemnification and advancement of expenses unless, to the fullest permitted by law, the Company overcomes such presumption by clear and convincing evidence. For purposes of this Agreement, to the fullest extent permitted by the NRS, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers, employees or committees of the Board of Directors of the Company (the “Board of Directors”), or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the Company or on information or records given in reports made to the Company by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Company, and the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.
Insurance and Subrogation.
(a) The Company hereby covenants and agrees that, so long as Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, the Company, subject to Section 4(b), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers, as more fully described below.
Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that: (i) such insurance is not reasonably available; (ii) the premium costs for such insurance are disproportionate to the amount of coverage provided; (iii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit; (iv) the Company is to be acquired and a tail policy of reasonable terms and duration is purchased for pre‑closing acts or omissions by Indemnitee; or (v) the Company is to be acquired and D&O Insurance, with substantially the same terms and conditions as the D&O Insurance in place prior to such acquisition, will be maintained by the acquirer that covers pre‑closing acts and omissions by Indemnitee.
In all policies of D&O Insurance, Indemnitee shall qualify as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured (i) of the Company’s independent directors (as defined by the insurer) if Indemnitee is such an independent director; (ii) of the Company’s non‑independent directors if Indemnitee is not an independent director; or (iii) of the Company’s officers if Indemnitee is an officer of the Company. If the Company has D&O Insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. The Company shall not take any action, or fail to take any action, that would reasonably be expected to impair or limit the
availability of coverage to Indemnitee under any directors’ and officers’ liability insurance policy maintained by the Company.
Subject to Section 15, in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy or any other indemnity agreement covering Indemnitee. Indemnitee shall execute all papers required and take all reasonable action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.
Subject to Section 15, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, without limitation, judgments, fines and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.
Certain Definitions. For purposes of this Agreement, the following definitions shall apply:
The term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim, counterclaim, cross claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil, criminal, administrative or investigative.
The term “by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise” shall be broadly construed and shall include, without limitation, any actual or alleged act or omission to act.
The term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees, costs and expenses and related disbursements, appeal bonds, other out‑of‑pocket costs, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company or any third party), actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal of an action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder.
The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.
Limitation on Indemnification. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated pursuant to this Agreement:
Proceedings Initiated by Indemnitee. Except to the extent expressly required by law, the Company shall not be obligated to indemnify or advance expenses to Indemnitee with respect to any action, suit or proceeding (or part thereof) voluntarily initiated by Indemnitee, other than (i) any compulsory counterclaim, (ii) any action, suit or proceeding authorized or consented to by the Board of Directors, (iii) any action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement, the
Company’s articles of incorporation or bylaws or applicable law, or (iv) any action, suit or proceeding as to which indemnification is otherwise permitted or required pursuant to the NRS.
Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement or to enforce a right to indemnification or advancement of expenses pursuant to the Company’s articles of incorporation, the Company’s bylaws or any other statute or law, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such action, suit or proceeding was not made in good faith or was frivolous.
Section 16(b) and Clawback Matters. To indemnify Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation committee of the Board of Directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act.
Prohibited by Law. To indemnify or advance expenses to Indemnitee in any circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing.
Change in Control.
The Company agrees that if there is a change in control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification and advancement of expenses under this Agreement, any other agreement or the Company’s articles of incorporation or bylaws now or hereafter in effect, the Company shall seek legal advice only from independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, delayed or conditioned). In addition, upon written request by Indemnitee for indemnification pursuant to Section 1 or Section 3(a), a determination, if required by the NRS, with respect to Indemnitee’s entitlement thereto shall be made by such independent counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. The Company agrees to pay the reasonable fees of the independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees, costs and expenses), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
For purposes of this Section 7, the following definitions shall apply:
A “change in control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following: (A) Matthew T. Moroun and his immediate family members cease to be a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the then outstanding voting securities of the Company or applicable successor entity (including any securities convertible into, or exercisable or exchangeable for such capital stock); (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis; (C) the effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and
with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; and (D) the approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.
The term “independent counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (A) the Company or Indemnitee in any matter material to either such party or (B) any other party to the action, suit or proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “independent counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
The term “Subsidiary” means, with respect to the Company (or an applicable successor entity), any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing persons or bodies thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, trust, association or other business entity, a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof. For purposes hereof, the Company or its applicable Subsidiary shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if the Company or such applicable Subsidiary shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director, managing member, manager or general partner of such partnership, limited liability company, association or other business entity.
Certain Settlement Provisions. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not, without Indemnitee’s prior written consent, settle any action, suit or proceeding in any manner that would attribute to Indemnitee any admission of liability or that would impose any fine or other obligation or restriction on Indemnitee. Neither the Company nor Indemnitee will unreasonably withhold, condition or delay his, her or its consent to any proposed settlement.
Savings Clause. If any provision or provisions (or portion thereof) of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee if Indemnitee was or is a party to, is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed action, suit or proceeding (brought by or in the right of the Company or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including any and all appeals, by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted by Indemnitee in any such capacity, from and against all Losses suffered by, or incurred by or on behalf of, Indemnitee in connection with such action, suit or proceeding, including any appeals, to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated.
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of all Losses suffered by, or incurred by or on behalf of, Indemnitee in connection with any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such actions, suit or proceeding; and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in Section 4(e), Section 6 or Section 8.
Form and Delivery of Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt, or (d) sent by email transmission, with receipt of oral confirmation that such transmission has been received. Notice to the Company shall be directed to the [Chief Executive Officer/Chief Financial Officer], email: [•], confirmation number: [•]. Notice to Indemnitee shall be directed to [•], confirmation number: [•].
Non-exclusivity. The provisions for indemnification to or the advancement of expenses and costs to Indemnitee under this Agreement shall not limit or restrict in any way the power of the Company to indemnify or advance expenses to Indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses may be entitled under any law, the Company’s articles of incorporation or bylaws, other agreements or arrangements, vote of shareholders or disinterested directors or otherwise, both as to action in Indemnitee’s capacity as an officer, director, employee or agent of the Company and as to action in any other capacity. Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of Indemnitee.
Defenses. In (i) any action, suit or proceeding brought by Indemnitee to enforce a right to indemnification hereunder (but not in an action, suit or proceeding brought by Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any action, suit or proceeding brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking by Indemnitee pursuant to Section 2, the Company shall be entitled to recover such expenses upon a final adjudication that, Indemnitee has not met any applicable standard for indemnification set forth in the NRS. Neither the failure of the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or the Company’s shareholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in the NRS, nor an actual determination by the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or the Company’s stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit.
No Construction as Employment Agreement. Nothing contained herein shall be construed as giving Indemnitee any right to be retained as a director or officer of the Company or in the employ of the Company or any other entity. For the avoidance of doubt, the indemnification and advancement of expenses provided under this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Company.
Jointly Indemnifiable Claims.
Given that certain jointly indemnifiable claims may arise due to the service of Indemnitee as a director and/or officer of the Company at the request of one or more Indemnitee-Related Entities (as defined below), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for providing indemnification and advancement of expenses to Indemnitee in accordance with this Agreement. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by Indemnitee‑related entities, and no right of advancement or recovery Indemnitee may have from Indemnitee‑related entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee‑related entities shall make any payment to Indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, Indemnitee‑related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee‑related
entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that each of Indemnitee‑related entities shall be third‑party beneficiaries with respect to this Section 15(a) and entitled to enforce this Section 15(a) as though each such Indemnitee‑related entity were a party to this Agreement.
For purposes of this Section 15, the following terms shall have the following meanings:
The term “Indemnitee‑Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).
The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which Indemnitee shall be entitled to indemnification or advancement of expenses from both the Company and any Indemnitee‑Related Entity pursuant to the NRS, any agreement or the articles of incorporation, bylaws, partnership agreement, operating agreement, certificate of organization, certificate of limited partnership or comparable organizational documents of the Company or Indemnitee‑Related Entities, as applicable.
Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide, in each instance, indemnification and advancement of expenses to Indemnitee to the fullest extent permitted by the NRS, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the NRS permitted the Company to provide prior to such amendment). Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.
Entire Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.
Modification and Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance of doubt, (a) this Agreement may not be modified or terminated by the Company without Indemnitee’s prior written consent; (b) no amendment, alteration or interpretation of the Company’s articles of incorporation or bylaws or any other agreement or arrangement shall limit or otherwise adversely affect the rights provided to Indemnitee under this Agreement and (c) a right to indemnification or to advancement of expenses arising under a provision of the Company’s articles of incorporation or bylaws or this Agreement shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the action, suit or proceeding for which indemnification or advancement of expenses is sought. In any such action or proceeding, the Company shall have the burden of proof to establish that Indemnitee has not met the applicable standard of conduct under the NRS.
Successor and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
Service of Process and Venue. The Company hereby irrevocably and unconditionally (a) agrees that any action or proceeding arising out of or in connection with this Agreement shall be brought in the Eighth Judicial District Court sitting in Clark County in the State of Nevada (or, if the Eighth Judicial District Court of the State of Nevada lacks jurisdiction, then the federal district court for the District of Nevada or other state courts of the State of Nevada) (the “Nevada Court”), (b) consents to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoints, to the extent the Company is not otherwise subject to service of process in the State of Nevada, Corporate Creations Network, Inc. as its agent in the State of Nevada for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon the Company personally within the State of Nevada, (d) waives any objection to the laying of venue of any such action or proceeding in the Nevada Court and (e) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. If, notwithstanding the foregoing, a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Nevada govern indemnification by the Company of Indemnitee, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary. The parties acknowledge that this Agreement is intended to provide indemnification and advancement of expenses to Indemnitee to the maximum extent permitted under Nevada law and shall be interpreted and enforced accordingly.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.
Headings and Section References. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references are to this Agreement unless otherwise specified.
[Signature Page Follows]
This Indemnification Agreement has been duly executed and delivered to be effective as of the date first written above.
UNIVERSAL LOGISTICS HOLDINGS, INC.
| By: |
|---|
| Name: |
| Title: |
INDEMNITEE:
| Name: |
|---|
[Signature Page to Indemnification Agreement]
EX-19.1
Exhibit 19.1
Securities Trading Policy
I. Purpose
The purpose of this policy is to describe the standards governing the handling of non-public information of Universal Logistics Holdings, Inc. and its subsidiaries (collectively, the “Company”) and the buying and selling of the Company’s securities.
II. Scope
The general prohibitions of this Policy apply to all directors, officers and employees of the Company. The restrictions set forth in Part V (blackout periods) and Part VI (pre-clearance) apply only to directors, executive officers,1 and certain designated officers and employees. If you are unsure whether you are subject to the restrictions set forth in Parts V or VI, please contact the Company’s Secretary. The same restrictions described in this Policy also apply to your spouse, minor children, and anyone else living in your household; partnerships in which you are a general partner; trusts of which you are a trustee; estates of which you are an executor; and investment funds or other similar vehicles with which you are affiliated (collectively, “Related Parties”). You are responsible for compliance with this Policy by your Related Parties. For purposes of this Policy, references to “trading” or to “transactions in securities of the Company” include purchases or sales of Company stock, puts and calls, derivative securities based on securities of the Company, gifts of Company securities, loans of Company securities, hedging transactions involving or referencing Company securities, contributions of Company securities to a trust, and trades in Company stock made under an employee benefit plan, such as a 401(k) plan. Any violation of this securities trading policy (this “Policy”) may result in immediate dismissal and may subject the individual involved to both civil and criminal penalties. This is an extremely important matter, and we urge you to read the following with care.
III. Policy Statement
If you possess material nonpublic information relating to the Company, neither you nor any Related Party may do any of the following:
- effect transactions in securities of the Company (other than pursuant to a pre-arranged trading plan that complies with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended as described in Part VII below) or engage in any other action that take advantage of that information;
- disclose that information to any person outside the Company, except as permitted under applicable Company policies and procedures;
- suggest or otherwise recommend that any person effect a transaction in securities of the Company or engage in any other action that takes advantage of that information; or
- assist anyone engaged in any of the foregoing activities.
1 Executive officers for purposes of this Policy are the Company’s officers who are identified in its public filings or otherwise subject to Section 16(b) of the Securities Exchange Act of 1934.
This Policy will continue to apply after termination of employment to the extent that you are in possession of material nonpublic information at the time of termination. In such an event, no transaction in securities of the Company may take place until the information becomes public or ceases to be material. This Policy also applies to information, obtained in the course of employment with, or by serving as a director of, the Company, that relates to any other company, including our affiliates, customers, vendors, and any entity with which we may be negotiating a major transaction. Neither you nor a Related Party may engage in transactions in the other company’s securities while in possession of material nonpublic information concerning that company that was obtained in the course of employment with Universal.
Material Information. “Material information” is any information that a reasonable investor would consider important in a decision to effect a transaction in securities of the Company. In short, any information that could reasonably affect the price of such securities. Either positive or negative information may be material. Common examples of information that will frequently be regarded as material are:
- projections of future earnings or losses, or other guidance concerning earnings;
- the fact that earnings are inconsistent with consensus expectations;
- a pending or proposed merger, joint venture, acquisition or tender offer;
- a significant sale of assets or the disposition of a subsidiary or business unit;
- changes in dividend policies or the declaration of a stock split or the offering of additional securities;
- changes in senior management or other key employees;
- significant legal or regulatory exposure due to a pending or threatened lawsuit or investigation;
- a material cyber incident that has not been disclosed;
- changes in legislation affecting our business; and
- the gain or loss of a substantial customer, client or supplier.
Tipping Information to Others. Whether the information consists of proprietary information about the Company or other information that could have an impact on the price of the Company’s securities, you must not pass the information on to others. Penalties will apply whether or not you derive, or even intend to derive, any profit or other benefit from another’s actions.
When Information is Public. You may not trade on the basis of material information until it has been broadly disclosed (such as through a press release or a filing with the Securities and Exchange Commission) and the public has had time to learn of the information. As a general rule, you should wait until the end of the second full business day after the information is released. Thus, if information is released before the market opens on a Tuesday, you should not trade until Thursday.
Transactions under Company Plans. This Policy applies to the following elections under a 401(k) plan (if the Company should make Company securities an investment alternative under its 401(k) plans):
- Increasing or decreasing periodic contributions allocated to the purchase of Company securities;
- intra-plan transfers of an existing balance in or out of Company securities;
- borrowing money against the account if the loan results in the liquidation of any portion of Company securities; and
- pre-paying a loan if the pre-payment results in allocation of the proceeds to Company securities.
Confidentiality Obligations. The restrictions set forth in this Policy are designed to avoid misuse of material nonpublic information in violation of the securities laws. These restrictions are in addition to, and in no way alter, the general obligations that each director, officer and employee of the Company has to maintain the confidentiality of all confidential or proprietary information concerning the Company and its business, as well as any other confidential information, that may be learned in the course of service or employment with the Company. No such information is to be disclosed to any other person in the Company, unless that person has a clear need to know that information, and no such information may be disclosed to any third parties, except as required or otherwise contemplated by your function or position. You should take precautions to prevent the unauthorized disclosure or other misuse of such information by maintaining files securely, avoiding discussions of such information in public and taking extra care when distributing such information electronically.
IV. Additional Prohibited Transactions
Directors, officers and employees of the Company, and their Related Parties, are also prohibited from engaging in any of the following activities with respect to securities of the Company:
- Purchasing and pledging securities of the Company on margin;
- engaging in short sales of Company securities;
- buying or selling puts, calls, options or other derivatives in respect of securities of the Company; or
- hedging in respect of the securities of the Company.
V. Blackout Periods
The Company’s announcement of quarterly financial results has the potential to have a material impact on the market for the Company’s securities. Therefore, in order to avoid any appearance that its directors, officers, employees, and other insiders are trading while aware of material nonpublic information, all directors, executive officers and certain other persons who are or may be expected to be aware of quarterly financial results of the Company are subject to quarterly blackouts on trading.
The Company established the following “blackout periods” in relation to the publication of its annual and quarterly results:
- The period starting two weeks before the end of its fiscal year and ending on and including the second trading day after public announcement of the Company’s annual financial results; and
- the period starting two weeks before the end of each of its fiscal quarters and ending on and including the second trading day after public announcement of the Company’s financial results for the quarter.
During these blackout periods, the following persons and their Related Parties are prohibited from effecting transactions in securities of the Company:
- Directors and executive officers;
- employees in the accounting, finance, and legal departments; and
- any other person designated by the Chief Executive Officer or his or her designee.
You should be aware that the blackout periods described above may be modified by the Company at any time. In addition, the Company may from time to time determine that effecting transactions in securities of the Company is inappropriate at a time that is outside the blackout periods and, accordingly, may notify you of additional closed periods at any time. For example, a short blackout period may be imposed shortly before issuance of interim earnings guidance. Those subject to blackout period requirements will receive notice of any modification by the Company of the closed period policy or of any additional prohibition on trading during a non-blackout period. Persons subject to the blackout period restrictions who terminate their employment with the Company during a blackout period will remain subject to the restrictions until the end of such period. See Part VII below for the principles applicable to transactions under Rule 10b5-1 plans.
VI. Pre-Clearance of Transactions
All transactions in securities of the Company by the following persons and their Related Parties must be pre-cleared with the Company’s Chief Financial Officer or his or her designee:
- Directors, executive officers, any other officer who has an obligation to file reports under Section 16 of the Exchange Act;
- employees in the accounting, finance and legal departments; and
- any other person designated by the Chief Executive Officer or his or her designee.
Persons subject to these restrictions should contact the Chief Financial Officer or his or her designee at least two business days (or such shorter period as the Chief Financial Officer or his or her designee may determine) in advance and may not transact unless given clearance to do so, which clearance, if granted, is valid only for five business days following the approval date. Even if such a person has previously received pre-clearance, the individual cannot trade in securities of the Company if the person possesses material, non-public information affecting the Company. Any person that is made aware of the reason for an event-specific prohibition on trading should in no event disclose the reason for the prohibition to third parties and should avoid disclosing the existence of the prohibition, if possible. See Part VII below for the principles applicable to transactions under Rule 10b5-1 plans.
VII. Rule 10b5-1 Plans
The SEC adopted a safe harbor rule, Rule 10b5-1, which provides a defense against insider trading liability for trades that are effected pursuant to a pre-arranged trading plan that meets specified conditions. The trading plan must be properly documented and all of the procedural conditions of the Rule must be satisfied to avoid liability.
Rule 10b5-1 plans allow transactions for the account of an insider to occur during blackout periods or while the insider has material nonpublic information provided the insider has previously given instructions or other control to effect pre-planned transactions in securities of the Company to a third party. The insider must establish the plan at a time when he or she is not in possession of material nonpublic information and the insider may not exercise any subsequent influence over how, when or whether to effectuate the transactions. All persons entering into a Rule 10b5-1 plan must act in good faith with respect to that plan.
In addition to other specified conditions, a Rule 10b5-1 plan must specify in writing in advance the amount and price of the securities to be sold and the date for the sale (or a formula for determining the amount, price and date) or must otherwise not permit the insider to exercise any subsequent influence over how, when or whether to effect the sales.
After adopting a valid Rule 10b5-1 plan, directors and officers must wait until the later of (a) 90 days following plan adoption or modification, or (b) two business days following the disclosure in certain periodic reports of the Company’s financial results for the fiscal quarter in which the plan was adopted or modified (but not to exceed 120 days following plan adoption or modification), before any trading can start under the trading arrangement. Persons other than the Company or directors and officers must wait 30 days before any trading can start under the trading arrangement or modification.
Directors and officers must include a representation in their Rule 10b5-1 plan to certify, at the time of the adoption of a new or modified plan, that: (1) they are not aware of material nonpublic information about the Company or its securities; and (2) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5. You may not use multiple overlapping Rule 10b5-1 plans, and your ability to rely on the affirmative defense for a single-trade plan is limited to one such plan during any consecutive 12-month period.
After adopting a valid Rule 10b5-1 plan, the insider will have an affirmative defense that a sale under the plan was not made “on the basis of” material nonpublic information.
The Company will treat the creation, modification, or termination of a Rule 10b5-1 plan as a transaction subject to the blackout period rules set forth in this Policy. Transactions effectuated pursuant to a properly established Rule 10b5-1 plan, however, will not be subject to the blackout periods of this Policy. The Company will also treat the creation, modification, or termination of a Rule 10b5-1 plan as a transaction subject to pre-clearance under this Policy at the time the plan is established, modified, or terminated. Persons subject to the pre-clearance policy should coordinate any such plans or arrangements with the Company’s Chief Financial Officer or his or her designee. Even though each transaction effected under a Rule 10b5-1 plan does not need to be pre-cleared, it nonetheless must be made in accordance with the securities laws and regulations and must be reported on a Form 4 under Section 16 of the Exchange Act.
VIII. Communications with Government Agencies Nothing in this Policy prohibits or restricts any director, officer or employee from communicating directly with, filing a charge or complaint with, responding to any inquiry from, providing testimony before, participating in any investigation or proceeding conducted by, or fully cooperating with the U.S. Securities and Exchange Commission, the Department of Justice, any self-regulatory organization or any other regulatory authority.
IX. Assistance
Any person who has any questions about this Policy or about specific transactions may contact the Company’s Chief Financial Officer or his or her designee. The ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, it is imperative that you use your best judgment and to ask before acting if you are uncertain
Last Updated: February 14, 2024
EX-21.1
Exhibit 21.1
Principal Subsidiaries of Universal Logistics Holdings, Inc.
| Name of Subsidiary | Jurisdiction of Incorporation/ Organization |
|---|---|
| Advanced Border Processing Centre, Inc. | Canada |
| Apa Holdings, LLC | Illinois |
| Aquarius Financial, Inc. | California |
| Big Wheels, LLC | Nevada |
| Deco Logistics, Inc. dba Container Connection | California |
| Diversified Contract Services, Inc. | Michigan |
| Huber Logistics, LLC | Michigan |
| LGSI Equipment of Indiana, LLC | Indiana |
| Linc Logistics, LLC | Michigan |
| Logistics Insight Corp. | Michigan |
| Logistics Insight Corporation, S. de R.L. de C.V. | Mexico |
| Logistics Insight GmbH | Germany |
| OB Leasing, LLC | Ohio |
| Parsec, LLC | Ohio |
| Parsec Intermodal of Canada Ltd. | Canada |
| Southern Counties Express, Inc. | California |
| Southwest Transload & Distribution, LLC | Nevada |
| Specialized Rail Service, Inc. | Nevada |
| Tigre Carga Equipos S. de R.L. de C.V. | Mexico |
| UACL Leasing, LLC | Indiana |
| UACL Logistics Canada, Ltd. | Canada |
| UACL Logistics, LLC | Delaware |
| UACL Specialized, LLC | Michigan |
| UDOT CTL-Funding, LLC | Tennessee |
| ULH Properties of California, LLC | California |
| Universal Aggregate, LLC | Michigan |
| Universal Customs Services International, Ltd. | Canada |
| Universal Dedicated of Arlington, TX, LLC | Michigan |
| Universal Dedicated of Detroit, MI, LLC | Michigan |
| Universal Dedicated of Fort Wayne, IN, LLC | Michigan |
| Universal Dedicated of Greer, SC, LLC | Michigan |
| Universal Dedicated of Nebraska & Wisconsin, LLC | Michigan |
| Universal Dedicated of Romulus, MI, LLC | Michigan |
| Universal Dedicated of Smyrna, TN, LLC | Michigan |
| Universal Development of Tennessee, LLC | Tennessee |
| Universal Fuel Sales, LLC | Michigan |
| Universal Intermodal Services, Inc. | Michigan |
| Universal Logistics Solutions Canada, Ltd. | Canada |
| Universal Logistics Solutions International, Inc. | Illinois |
| Universal LINC de Colombia, SAS | Colombia |
| Universal Management Services, Inc. | Michigan |
| Universal Remanufacturing Co., LLC | Michigan |
| UniversCal LLC | Nevada |
| UniversCarolina LLC | Nevada |
| UniversMichigan LLC | Nevada |
| UniversNevada LLC | Nevada |
| UT Holdings LLC | Nevada |
| Name of Subsidiary | Jurisdiction of Incorporation/ Organization |
| --- | --- |
| UniversTexas LLC | Nevada |
| UT Rent A Car, Inc. | Michigan |
| UTS Realty, LLC | Michigan |
| UTSI Finance, Inc. | Michigan |
| Westport Axle Co., LLC | Kentucky |
| Westport Machining, LLC | Michigan |
EX-23.1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We have issued our reports dated March 16, 2026, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Universal Logistics Holdings, Inc. on Form 10-K for the year ended December 31, 2025. We consent to the incorporation by reference of said reports in the Registration Statements of Universal Logistics Holdings, Inc. on Forms S-8 (File No. 333-265929 and File No. 333-280306).
/s/ GRANT THORNTON LLP
Southfield, Michigan
March 16, 2026
EX-31.1
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Tim Phillips, certify that:
I have reviewed this annual report on Form 10-K of Universal Logistics Holdings, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 16, 2026
| /s/ Tim Phillips |
|---|
| Tim Phillips |
| Chief Executive Officer |
EX-31.2
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Jude Beres, certify that:
I have reviewed this annual report on Form 10-K of Universal Logistics Holdings, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 16, 2026
| /s/ Jude Beres |
|---|
| Jude Beres |
| Chief Financial Officer |
EX-32.1
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report, or the Report, of Universal Logistics Holdings, Inc., or the Company, on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof, each of the undersigned, Tim Phillips, as Chief Executive Officer of the Company, and Jude Beres, as Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, respectively, that (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 16, 2026
| /s/ Tim Phillips |
|---|
| Tim Phillips |
| Chief Executive Officer |
| /s/ Jude Beres |
| Jude Beres |
| Chief Financial Officer |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
EX-97.1
Exhibit 97.1
CLAWBACK POLICY
Adopted October 25, 2023
- PURPOSE
In accordance with the applicable rules of the Nasdaq Stock Market (“NASDAQ”) Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 promulgated thereunder, the Board of Directors (the “Board”) of Universal Logistics Holdings, Inc. (the “Company”) adopts this Clawback Policy (the “Policy”) to provide for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the securities laws.
- ADMINISTRATION
This Policy shall be administered by the Board or, if so designated by the Board, the independent directors of the Board, in which case references in this Policy to the Board shall be deemed references to such independent directors. Any determinations made by the Board shall be final and binding on all Covered Executives (as defined below).
- COVERED EXECUTIVES
This Policy applies to all current and former officers of the Company who are or were subject to reporting requirements under Section 16 of the Exchange Act (collectively, “Covered Executives”). Covered Executives shall include, without limitation, all officers identified as executive officers in the Company’s annual proxy statement pursuant to Item 401(b) of Regulation S-K.
- RECOVERY; ACCOUNTING RESTATEMENT
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will recover reasonably promptly any excess Clawback-Eligible Incentive Compensation (defined below). For purposes of this Policy, “accounting restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
- CLAWBACK-ELIGIBLE INCENTIVE COMPENSATION
For purposes of this Policy, “Incentive Compensation” means any compensation granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure.
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. For purposes of this Policy, stock price and total shareholder return are deemed financial reporting measures.
“Clawback-Eligible Incentive Compensation” means Incentive Compensation received by any Covered Executive: (i) on or after October 2, 2023; (ii) after beginning service as a Covered Executive; (iii) who served as an Covered Executive at any time during the applicable performance period relating to any Incentive Compensation; and (iv) during the three (3) completed fiscal years immediately preceding the date on which the Board, a committee of the Board or the officers of the Company authorized to take such action if the Board action is not required, concludes the Company is required to prepare an accounting restatement.
Incentive Compensation is deemed received in the fiscal period during which the specified financial reporting measure is attained, even if the payment, grant or vesting of the Incentive Compensation occurs after the end of that period.
- EXCESS INCENTIVE COMPENSATION; AMOUNTS SUBJECT TO RECOVERY
The amount to be recovered with respect to each Covered Executive will be the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive Compensation the Covered Executive otherwise would have received had it been determined based on the restated amounts, as determined by the Board and computed without regard to any taxes paid.
If the Board cannot determine the amount of excess Clawback-Eligible Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, the Board shall make its determination based on a reasonable estimate of the effect of the accounting restatement. The Board shall document its determination of such reasonable estimate and, if necessary, provide such documentation to NASDAQ in accordance with applicable requirements of the NASDAQ listing standards.
- METHOD OF RECOVERY
The Board will determine, in its sole discretion, the method for recovering Clawback-Eligible Incentive Compensation hereunder, which may include, without limitation:
Requiring reimbursement of cash Clawback-Eligible Incentive Compensation previously paid;
Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
Offsetting the recovered amount from any compensation otherwise owed by the Company to the Covered Executive;
Cancelling outstanding vested or unvested equity awards; and/or
Taking any other remedial and recovery action permitted by law, as determined by the Board.
NO INDEMNIFICATION
The Company shall not indemnify any Covered Executive against the loss of any erroneously awarded Clawback-Eligible Incentive Compensation.
- INTERPRETATION
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission (“SEC”) or NASDAQ.
- EFFECTIVE DATE
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”).
- AMENDMENT; TERMINATION
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with any rules or standards adopted by NASDAQ or by the SEC under Section 10D of the Exchange Act. The Board may terminate this Policy at any time.
- OTHER RECOVERY RIGHTS
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any cash bonus plan or award, employment agreement, equity incentive plan or award agreement, or similar agreement adopted, made or entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.
Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar policy or provision in any cash bonus plan or award, employment agreement, equity incentive plan or award agreement, or similar agreement and any other legal remedies available to the Company.
- IMPRACTICABILITY
The Board shall recover any excess Clawback-Eligible Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the independent directors of the Board in accordance with Rule 10D-1 under the Exchange Act and the applicable NASDAQ listing standards.