What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 178 added, 90 removed, 544 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 27,

Current assets:

41 unchanged sentences

Retained earnings

Accumulated other comprehensive (loss):

Accumulated other comprehensive income (loss):

Interest rate swaps, net of income taxes of $ 138 and $ 412 , respectively

7 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Operating revenues:

14 unchanged sentences

Depreciation and amortization

Impairment expense

Total operating expenses

Income from operations

Income (loss) from operations

Interest income

1 unchanged sentence

Other non-operating income

Income before income taxes

Income tax expense

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Earnings per common share:

6 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Net income (loss)

Other comprehensive income (loss):

3 unchanged sentences

Total other comprehensive income (loss)

Total comprehensive income

Total comprehensive income (loss)

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(In thousands)

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

Noncash lease expense

Impairment expense

Gain on marketable equity securities

Gain on disposal of property and equipment

Loss on disposal of property and equipment

Amortization of debt issuance costs

15 unchanged sentences

Proceeds from the sale of marketable securities

Acquisition of business

Net cash used in investing activities

15 unchanged sentences

Non-cash operating and financing activities:

During the twenty-six week period ended June 28, 2025, the Company had non-cash activities resulting from the $ 2.8 million of declared dividends that were unpaid as of the end of the period.

During the thirty-nine week period ended September 27, 2025, the Company had non-cash activities resulting from the $ 2.8 million of declared dividends that were unpaid as of the end of the period.

See accompanying notes to consolidated financial statements.

15 unchanged sentences

Balances - June 29, 2024

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Balances – September 28, 2024

Balances – December 31, 2024

8 unchanged sentences

Balances - June 28, 2025

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Balances – September 28, 2024

See accompanying notes to consolidated financial statements.

12 unchanged sentences

Our fiscal year ends on December 31 and 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 June 28, 2025.

These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported.

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 third quarter of 2025, the Company completed its annual goodwill impairment tests noting no impairment.

Subsequently, in August 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 and concluded that an impairment was present.

As a result, during the thirteen weeks ended September 27, 2025 we recognized impairment charges totaling $ 81.2 million which consisted of a $ 58.0 million of goodwill impairment charge and $ 23.2 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.

In connection with the closure, the Company recorded pre-tax losses of approximately $ 8.6 million ($ 6.4 million net of tax, or $ 0.24 per basic and diluted share) during the quarter ended September 28, 2024, including $ 2.8 million of non-cash impairment charges.

During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage reporting segment.

Total goodwill impairment charges recorded during the third quarter of 2024 were $ 3.5 million, including $ 2.6 million of goodwill impairment charges related to our former company-managed brokerage operations in Nashville, TN.

In June 2024, the Company revised the estimated useful life and salvage values of certain equipment.

The change resulted in additional depreciation expense of $ 11.3 million recorded during the quarter ended June 29, 2024 ($ 8.5 million net of tax, or $ 0.32 per basic and diluted share).

On July 4, 2025, the One Big Beautiful Bill Act was signed into law.

The legislation makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025 and other changes to certain U.S.

corporate tax provisions.

The effects of the enactment of the legislation during the third quarter for the provisions currently enacted did not have a material impact on our total tax expense.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(1) Basis of Presentation – continued

Current Economic Conditions

24 unchanged sentences

Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(3) Revenue Recognition - continued

Dedicated services are primarily provided in support of automotive and retail customers using van equipment.

10 unchanged sentences

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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(3) Revenue Recognition – continued

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.

12 unchanged sentences

The following table provides information related to contract balances associated with our contracts with customers (in thousands):

September 27,

Prepaid expenses and other - contract assets

2 unchanged sentences

As it relates to our specialty development project contract receivable, we will receive payments in 120 equal monthly installments.

During the thirteen-week periods ended June 28, 2025 and June 29, 2024, we recorded $ 2.8 million and $ 0.8 million of interest income, respectively, related to the specialty development project contract receivable.

During the twenty-six week periods ended June 28, 2025 and June 29, 2024, we recorded $ 5.7 million and $ 1.1 million of interest income, respectively, related to the same project.

During the thirteen-week periods ended September 27, 2025 and September 28, 2024, we recorded $ 2.8 million and $ 1.1 million of interest income, respectively, related to the specialty development project contract receivable.

During the thirty-nine week periods ended September 27, 2025 and September 28, 2024, we recorded $ 8.5 million and $ 2.1 million of interest income, respectively, related to the same project.

As of December 31, 2023, the contract asset balance was $ 0.7 million.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(4) Marketable Securities

2 unchanged sentences

The following table sets forth market value, cost basis, and unrealized gains on equity securities (in thousands):

September 27,

Unrealized gain

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands):

September 27,

Gross unrealized gains

1 unchanged sentence

Net unrealized gains

The following table shows the Company’s net realized gains and losses on marketable equity securities (in thousands):

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(4) Marketable Securities – continued

The following table shows the Company's net realized gains on marketable equity securities (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Realized gain

3 unchanged sentences

Realized gain, net of taxes

The Company did no t sell marketable equity securities during the thirteen-week or twenty-six week periods ended June 29, 2024.

During the thirteen-week and twenty-six week periods ended June 28, 205, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $( 254,000 ) and $ 264,000 , respectively, which was reported in other non-operating income (expense) for the period.

During the thirteen-week and twenty-six week periods ended June 29, 2024, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $( 195,000 ) and $ 795,000 , respectively, which was reported in other non-operating income (expense) for the period.

During the thirteen-week and thirty-nine week periods ended September 27, 2025, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 484,000 and $ 748,000 , respectively, which was reported in other non-operating income for the period.

During the thirteen-week and thirty-nine week periods ended September 28, 2024, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 139,000 and $ 934,000 , respectively, which was reported in other non-operating income for the period.

The changes in the carrying amount of goodwill during the year ended December 31, 2024 and the thirty-nine weeks ended September 27, 2025 are as follows (in thousands):

Balance as of January 1, 2024

Acquisition of business

Goodwill impairment

Balance as of December 31, 2024

Goodwill impairment

Balance as of September 27, 2025

As described in Note 1, “Basis of Presentation”, we recorded goodwill impairment charges of $ 58.0 million during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment and $ 3.5 million during the thirteen weeks ended September 28, 2024 related to the former company-managed brokerage segment.

At both September 27, 2025 and December 31, 2024, $ 95.8 million of goodwill was recorded in our contract logistics segment and $ 9.8 million in our trucking segment, respectively.

At September 27, 2025 and December 31, 2024, $ 43.2 million and $ 101.1 million of goodwill was recorded in our intermodal segment, respectively.

(6) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are comprised of the following (in thousands):

September 27,

Accrued payroll

7 unchanged sentences

Interest Rates

at June 28, 2025

at September 27, 2025

September 27,

Outstanding Debt:

12 unchanged sentences

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 June 28, 2025, we were in compliance with all covenants under the facility, and $ 29.1 million was available for borrowing on the revolver.

At September 27, 2025, we were in compliance with all covenants under the facility, and $ 20.4 million was available for borrowing on the revolver.

(2) Our UACL Credit Agreement provides for maximum borrowings of $ 90 million in the form of an $ 80 million term loan and a $ 10 million revolver.

5 unchanged sentences

The UACL Credit Agreement 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 June 28, 2025, we were in compliance with all covenants under the facility, and $ 7.8 million was available for borrowing on the revolver.

At September 27, 2025, we were in compliance with all covenants under the facility, and $ 5.5 million was available for borrowing on the revolver.

(3) Our Equipment Financing consists of a series of promissory notes issued by wholly owned subsidiaries.

6 unchanged sentences

The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %.

At June 28, 2025, we were in compliance with all covenants under the facility.

At September 27, 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.

1 unchanged sentence

The amount available under the line of credit is based on a percentage of the market value of the underlying securities.

At June 28, 2025, the maximum available borrowings under the line of credit were $ 5.2 million.

At September 27, 2025, the maximum available borrowings under the line of credit were $ 4.9 million.

UNIVERSAL LOGISTICS HOLDINGS, INC.

5 unchanged sentences

The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027 , and an amortizing notional amount of $ 66.7 million.

At June 28, 2025, the fair value of the swap agreement was an asset of $ 0.7 million.

At September 27, 2025, the fair value of the swap agreement was an asset of $ 0.5 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 7 for additional information pertaining to interest rate swaps.

Subsequent Events – Third Amendment Agreement;

Credit Tenant Lease Financing .

On October 1, 2025, subsequent to the quarter-end, we entered into a third amendment agreement to our Revolving Credit Facility.

Furthermore, on October 22, 2025, subsequent to the quarter-end, we completed a credit tenant lease financing transaction, the proceeds of which were used to repay in full the outstanding debt under the UACL Credit Agreement and to prepay in part the outstanding revolving loans under our Revolving Credit Facility.

See Note 16, “Subsequent Events” for additional information regarding these transactions.

(8) Fair Value Measurements and Disclosures

10 unchanged sentences

We have segregated all financial assets and liabilities 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):

September 27,

Fair Value Measurement

2 unchanged sentences

Interest rate swap

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Fair Value Measurements and Disclosures – continued

Fair Value Measurement

2 unchanged sentences

Interest rate swap

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(7) Fair Value Measurements and Disclosures – continued

The valuation techniques used to measure fair value for the items in the tables above are as follows:

10 unchanged sentences

We categorize these borrowings as Level 2 in the fair value hierarchy.

The carrying value and estimated fair value of these promissory notes at June 28, 2025 is summarized as follows:

The carrying value and estimated fair value of these promissory notes at September 27, 2025 is summarized as follows (in thousands):

Carrying Value

2 unchanged sentences

We have not elected the fair value option for any of our financial instruments.

As of June 28, 2025, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment.

As of September 27, 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.

4 unchanged sentences

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 June 28, 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.

As of September 27, 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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(9) Leases – continued

Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet.

2 unchanged sentences

For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Leases – continued

The following table summarizes our lease costs for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024 (in thousands):

Thirteen Weeks Ended June 28, 2025

The following table summarizes our lease costs for the thirteen weeks and thirty-nine weeks ended September 27, 2025 and September 28, 2024 (in thousands):

Thirteen Weeks Ended September 27, 2025

With Affiliates

4 unchanged sentences

Total lease cost

Thirteen Weeks Ended June 29, 2024

Thirteen Weeks Ended September 28, 2024

With Affiliates

4 unchanged sentences

Total lease cost

Twenty-six Weeks Ended June 29, 2025

Thirty-nine Weeks Ended September 27, 2025

With Affiliates

4 unchanged sentences

Total lease cost

Twenty-six Weeks Ended June 29, 2024

Thirty-nine Weeks Ended September 29, 2024

With Affiliates

7 unchanged sentences

(9) Leases – continued

The following table summarizes other lease related information as of and for the twenty-six week periods ended June 28, 2025 and June 29, 2024 (in thousands):

The following table summarizes other lease related information as of and for the thirty-nine week periods ended September 27, 2025 and September 28, 2024 (in thousands):

September 27,

Other information

Cash paid for amounts included in the measurement of operating leases

Right-of-use assets obtained in exchange for new operating lease liabilities

Right-of-use asset change due to lease termination

Right-of-use assets obtained in exchange for new operating lease liabilities

Future right-of-use asset change due to a lease signed with a future commencement date

1 unchanged sentence

Weighted-average discount rate

September 28,

Other information

3 unchanged sentences

Weighted-average discount rate

Future minimum lease payments under these operating leases as of June 28, 2025, are as follows (in thousands):

Future minimum lease payments under these operating leases as of September 27, 2025, are as follows (in thousands):

With Affiliates

17 unchanged sentences

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 thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively (in thousands):

Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and thirty-nine weeks ended September 27, 2025 and September 28, 2024, respectively (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Real estate rent and related costs

11 unchanged sentences

In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables.

At June 28, 2025 and December 31, 2024, there were $ 21.6 million and $ 19.5 million, respectively, included in each of these accounts for insured claims.

At September 27, 2025 and December 31, 2024, there were $ 19.8 million and $ 19.5 million, respectively, included in each of these accounts for insured claims.

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 June 28, 2025 and December 31, 2024, amounts due to affiliates were $ 18.8 million and $ 23.3 million, respectively.

During the twenty-six weeks ended June 28, 2025, we contracted with an affiliate to provide real property improvements for us totaling $ 4.4 million.

There were no such purchases made during the twenty-six weeks ended June 29, 2024.

During the twenty-six weeks ended June 29, 2024, we purchased trailers from an affiliate totaling $ 3.1 million.

There were no such purchases made during the twenty-six weeks ended June 28, 2025 .

At September 27, 2025 and December 31, 2024, amounts due to affiliates were $ 27.6 million and $ 23.3 million, respectively.

During the thirty-nine weeks ended September 27, 2025, we contracted with an affiliate to provide real property improvements for us totaling $ 4.4 million.

There were no such purchases made during the thirty-nine weeks ended September 28, 2024.

During the thirty-nine weeks ended September 28, 2024, we purchased trailers from an affiliate totaling $ 3.1 million.

There were no such purchases made during the thirty-nine weeks ended September 27, 2025.

UNIVERSAL LOGISTICS HOLDINGS, INC.

4 unchanged sentences

Truck fueling and administrative expenses are presented net in operating expense.

Following is a schedule of services provided to affiliates for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024 (in thousands):

Following is a schedule of services provided to affiliates for the thirteen weeks and thirty-nine weeks ended September 27, 2025 and September 28, 2024 (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Contracted transportation services

Facilities and related support

At June 28, 2025 and December 31, 2024, amounts due from affiliates were $ 2.3 million and $ 1.3 million, respectively.

During the thirty-nine weeks ended September 27, 2025, we sold used trailers to an affiliate for $ 0.4 million.

There were no such sales made during the thirty-nine weeks ended September 28, 2024.

At September 27, 2025 and December 31, 2024, amounts due from affiliates were $ 2.2 million and $ 1.3 million, respectively.

(11) Stock Based Compensation

28 unchanged sentences

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:

The following table summarizes the status of the our non-vested shares and related information for the period indicated:

Average Grant

1 unchanged sentence

Non-vested at January 1, 2025

Balance at June 28, 2025

In the twenty-six week periods ended June 28, 2025 and June 29, 2024, the total grant date fair value of vested shares recognized as compensation costs was $ 0.4 million and $ 0.8 million, respectively.

Included in compensation cost during both the twenty-six week periods ended June 28, 2025 and June 29, 2024 was approximately $ 0.1 million recognized as a result of the grants of shares of stock to non-employee directors.

As of June 28, 2025, there was approximately $ 2.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements.

Balance at September 27, 2025

In the thirty-nine week periods ended September 27, 2025 and September 28, 2024, the total grant date fair value of vested shares recognized as compensation costs was $ 0.5 million and $ 0.8 million, respectively.

Included in compensation cost during both the thirty-nine week periods ended September 27, 2025 and September 28, 2024 was approximately $ 0.1 million recognized as a result shares of stock granted to non-employee directors.

As of September 27, 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.

3 unchanged sentences

Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method.

For the thirteen weeks and twenty-six weeks ended June 28, 2025, there were 9,810 and 16,002 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

For the thirteen weeks and twenty-six weeks ended June 29, 2024, 34,962 and 28,789 weighted average non-vested shares of restricted stock, respectively, were included in the denominator for the calculation of diluted earnings per share.

In the thirteen weeks and twenty-six weeks ended June 28, 2025, we excluded 57,585 and 40,022 shares, respectively, of non-vested restricted stock from the calculation of diluted earnings per share because such shares were anti-dilutive.

No shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive during the thirteen weeks or twenty-six weeks ended June 29, 2024.

For the thirteen weeks and thirty-nine weeks ended September 27, 2025, there were 40,471 and 58,034 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

For the thirteen weeks and thirty-nine weeks ended September 28, 2024, we included 35,546 and 31,106 weighted average non-vested shares of restricted stock, respectively, in the denominator for the calculation of diluted earnings per share.

In the thirteen weeks and thirty-nine weeks ended September 27, 2025, we excluded 57,585 and 40,022 shares, respectively, of non-vested restricted stock from the calculation of diluted earnings per share because such shares were anti-dilutive.

No shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share due to anti-dilution during the thirteen weeks or thirty-nine weeks September 28, 2024.

(13) Dividends

On April 24, 2025 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on July 1, 2025 to shareholders of record at the close of business on June 2, 2025 .

On July 24, 2025 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on October 1, 2025 to stockholders of record at the close of business on September 1, 2025 .

Declaration of future cash dividends is subject to final determination by the Board of Directors 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.

2 unchanged sentences

(14) Segment Reporting

We report our financial results in three distinct reportable segments:

During the third quarter of 2024, we changed the way we aggregate our business units and adopted a new segment reporting structure.

In connection with this change, the historical results of the former company-managed brokerage business is included in other non-reportable segments.

As a result, 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.

8 unchanged sentences

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 thirteen week and twenty-six week periods ended June 28, 2025 and June 29, 2024 (in thousands):

Thirteen Weeks Ended June 28, 2025

The following tables summarize information about our reportable segments for the thirteen week and thirty-nine week periods ended September 27, 2025 and September 28, 2024 (in thousands):

Thirteen Weeks Ended September 27, 2025

Contract Logistics

9 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.2 million, $ 1.3 million, and $ 0.0 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.

(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(14) Segment Reporting – continued

Thirteen Weeks Ended June 29, 2024 (Recast)

Thirteen Weeks Ended September 28, 2024 (Recast)

Contract Logistics

9 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.0 million, $ 0.8 million, and $ 0.0 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.

Twenty-six Weeks Ended June 29, 2025

(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.

Thirty-nine Weeks Ended September 27, 2025

Contract Logistics

9 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.4 million, $ 3.5 million, and $ 0.0 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.

(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(14) Segment Reporting – continued

Twenty-six Weeks Ended June 29, 2024 (Recast)

Thirty-nine Weeks Ended September 28, 2024 (Recast)

Contract Logistics

9 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.1 million, $ 1.9 million, and $ 0.0 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.

(3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.

(15) Commitments and Contingencies

4 unchanged sentences

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 June 28, 2025, approximately 40 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, 23 % of which are subject to contracts that expire in 2025.

At September 27, 2025, approximately 39 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, less than 10 % of which are subject to contracts that expire in 2025.

(16) Subsequent Events

On October 1, 2025, we entered into a third amendment agreement to our Revolving Credit Facility.

The amendment modifies the credit agreement by increasing the maximum revolving amount by $ 100.0 million to $ 500.0 million through a partial exercise of the accordion feature set forth in the credit agreement.

The amendment further modifies the credit agreement to permit a subsidiary of Universal to borrow up to $ 200.0 million under a potential credit tenant lease financing transaction, provided that the net proceeds of such financing are used (i) to repay in full all outstanding indebtedness and other obligations owing under the UACL Credit Agreement, and (ii) to prepay in part the outstanding revolving loans under the third amendment agreement.

On October 22, 2025, we completed a credit tenant lease (“CTL”) financing transaction by issuing 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 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.

We used the net proceeds of the CTL financing to (i) repay in full approximately $ 35.3 million of outstanding indebtedness owed under the UACL Credit Agreement and certain subsidiaries, and (ii) prepay in part approximately $ 158.6 million of the outstanding revolving loans under the Revolving Credit Facility.

After giving effect to the repayment, approximately $ 218.8 million remains outstanding under the Revolving Credit Facility.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(16) Subsequent Events – continued

On November 6, 2025 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on January 2, 2026 to stockholders of record at the close of business on December 1, 2025 .

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA” or the “Act”) was signed into law.

The Act includes significant provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and restoration of favorable tax treatments for certain business provisions.

ASC 740, “ Income Taxes ,” requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

We are currently evaluating the impact of the OBBBA on our consolidated financial statements and will record the effects on deferred tax balances in the third quarter.

We do not expect the new legislation to have a material impact on our results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements