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Universal Logistics Holdings, Inc.
−Removed: is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia.
−Removed: Our operating subsidiaries offer customers a broad range of services across their entire supply chain, including truckload, intermodal, and value-added services.
−Removed: We were incorporated in Michigan on December 11, 2001.
+Added: is a holding company whose subsidiaries provide customized transportation and logistics solutions across North America and select international markets.
+Added: 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.
+Added: Our operations primarily serve customers in the automotive, industrial, retail, consumer goods, energy, and metals sectors.
+Added: We conduct operations throughout the United States and in Mexico and Canada, providing both domestic and cross-border logistics solutions.
+Added: On May 1, 2025, we completed a reincorporation from Michigan to Nevada pursuant to a statutory conversion approved by our stockholders.
+Added: The reincorporation did not result in any change to our business, management, board of directors, executive officers, assets, liabilities, or operations.
+Added: 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.
+Added: See Item 1A—Risk Factors
We have been a publicly held company since February 11, 2005, the date of our initial public offering.
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Nine Mile Road, Warren, Michigan 48089.
−Removed: Our comprehensive suite of transportation and logistics solutions allow our customers to reduce costs and manage their global supply chains more efficiently.
−Removed: We market and deliver our services in several ways:
−Removed: • Through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors;
−Removed: • Through company-managed facilities;
−Removed: • Through a network of agents who solicit freight business directly from shippers.
−Removed: At December 31, 2024, we operated 52 company-managed terminal locations, serviced 90 value-added programs at locations throughout the United States and in Mexico, Canada and Colombia, and had an agent network totaling approximately 177 agents.
−Removed: We categorize our operations in three distinct reportable segments:
−Removed: contract logistics, intermodal, and trucking, which are differentiated primarily by the services provided by each segment.
−Removed: • Contract Logistics - 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.
−Removed: These services are typically tailored to individual customer requirements and include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management and rail lift services.
−Removed: This segment also includes our dedicated services, which are primarily short run or round-trip moves within a defined geographic area provided through a network of union and non-union employee drivers, owner-operators, and contract drivers.
−Removed: Our facilities and services are often directly integrated into the production processes of our customers and represent a critical part of their supply chains.
−Removed: • Intermodal - Local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment, and third-party capacity providers (i.e., broker carriers).
−Removed: These services include steamship-truck, rail-truck, and support services.
−Removed: Our intermodal support services are primarily short- to medium-distance delivery of both international and domestic containers between the railhead or port and the customer.
−Removed: • Trucking - Dry van, flatbed, heavy-haul and refrigerated operations.
−Removed: 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.
−Removed: Operations included in our trucking segment are associated with individual freight shipments coordinated primarily by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.
−Removed: Other non-reportable segments are comprised of legacy company-managed brokerage operations and our subsidiaries that provide support services to other subsidiaries.
−Removed: For additional information on segments, see Item 8, Note 18 to the Consolidated Financial Statements.
+Added: Operating Model and Service Delivery
+Added: Our comprehensive suite of transportation and logistics solutions is designed to help customers reduce costs, improve reliability, and manage increasingly complex supply chains.
+Added: We market and deliver our services through multiple channels:
+Added: • A direct sales and marketing organization focused on large, complex customers in targeted industry verticals;
+Added: • A network of company-managed facilities and terminals;
+Added: • A nationwide network of independent agents who solicit freight directly from shippers.
+Added: 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.
+Added: Reportable Segments
+Added: We manage and report our operations across three reportable segments, differentiated primarily by service offering and operational characteristics.
+Added: Contract Logistics
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Our facilities and personnel are often directly integrated into customer production environments, making these services a critical component of customer operations.
+Added: Our intermodal segment provides local and regional drayage services coordinated through company-managed terminals.
+Added: These services utilize a combination of owner-operators, company-owned equipment, and third-party capacity providers.
+Added: Intermodal services include steamship-truck, rail-truck, and related support services, primarily moving international and domestic containers between ports or railheads and customer facilities.
+Added: 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.
+Added: These operations are coordinated through a mix of agents and company-managed terminals, utilizing owner-operators, company equipment, and brokered capacity.
+Added: Other non-reportable operations consist primarily of legacy brokerage activities and subsidiaries that provide support services to other operating units.
+Added: For additional segment information, see Item 8, Note 18 to the Consolidated Financial Statements.
Business Developments
−Removed: Acquisitions .
−Removed: On September 30, 2024, we completed the acquisition of Parsec, LLC, which provides terminal management services to the Class I, regional, and short-line railroads across North America.
−Removed: Parsec, with a workforce of approximately 2,100 employees, offers a comprehensive suite of terminal services at over 20 rail yards throughout the United States and in Canada.
−Removed: Parsec specializes in time-sensitive, container lift-on and lift-off services at some of the most complex rail yards across the country.
−Removed: Parsec also provides crane and intermodal equipment repair, drayage, and container and chassis stacking.
−Removed: The operating results of Parsec are reported as part of our Contract Logistics segment beginning in the third quarter of 2024.
−Removed: For additional information on Parsec and other acquisitions, see Item 8, Note 5 to the Consolidated Financial Statements.
+Added: Parsec Integration Update
+Added: 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.
+Added: 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.
+Added: 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
−Removed: The key elements of our strategy are as follows:
−Removed: Make strategic acquisitions.
−Removed: The transportation and logistics industry is highly fragmented, with thousands of small and mid-sized competitors that are either specialized in specific vertical markets, specific service offerings, or limited to local and regional coverage.
−Removed: We expect to selectively evaluate and pursue acquisitions that will enhance our service capabilities, expand our geographic network and/or diversify our customer base.
−Removed: Continue to capitalize on strong industry fundamentals and outsourcing trends .
−Removed: We believe long-term industry growth will be supported by manufacturers seeking to outsource non-core logistics functions to cost-effective third-party providers that can efficiently manage increasingly complex global supply chains.
−Removed: We intend to leverage our integrated suite of transportation and logistics services, our network of facilities, our long-term customer relationships, and our reputation for operational excellence to capitalize on favorable industry fundamentals and growth expectations.
−Removed: Target further penetration of key customers in the North American automotive industry.
−Removed: The automotive industry is one of the largest users of global outsourced logistics services, providing us growth opportunities with both existing and new customers.
−Removed: In 2024, this sector comprised approximately 47% of our total operating revenues.
−Removed: The vast majority of hourly employees in our automotive customers’ manufacturing operations are represented by unions and covered by collective bargaining agreements.
−Removed: These agreements provide guaranteed wage and benefit levels throughout the contract term.
−Removed: We expect our customers to experience significant increases in their labor costs through the life of the contracts.
−Removed: These cost increases may cause certain of our customers to evaluate the outsourcing of certain value-added operations where we possess demonstrated experience and expertise.
−Removed: We intend to capitalize on continued growth opportunities in those outsourced, higher-value logistics services, such as sub-assembly and sequencing, which link directly into production lines and require specialized capabilities, technological expertise, and strict quality controls.
−Removed: Continue to expand penetration in other vertical markets .
−Removed: We have a history of providing highly complex value-added logistics services to automotive and other industrial customers.
−Removed: We have developed standardized, modular systems for material handling processes and have extensive experience in rapid implementation and workforce training.
−Removed: These capabilities and our broad portfolio of logistics services are transferable across vertical markets.
−Removed: We believe we can leverage the expertise we initially developed in the automotive sector.
−Removed: In addition to automotive, our targeted industries include aerospace, energy, government services, healthcare, industrial retail, consumer goods, and steel and metals.
−Removed: Expand our network of agents and owner-operators.
−Removed: Increasing the number of agents and owner-operators has been a driver of our historical growth in transactional transportation services.
−Removed: We intend to continue to recruit qualified agents and owner-operators in order to penetrate new markets and expand our operations in existing markets.
−Removed: Our agents typically focus on a small number of shippers in a particular market and are attuned to the specific transportation needs of that core group of shippers, while remaining alert to growth opportunities.
+Added: Our strategy is focused on disciplined growth, operational excellence, and long-term value creation.
+Added: Key elements include:
+Added: Strategic Acquisitions .
+Added: 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.
+Added: Capitalizing on Outsourcing Trends .
+Added: We believe long-term industry growth will be supported by continued outsourcing of logistics functions as supply chains become more complex.
+Added: We intend to leverage our integrated service offering, facility network, and long-standing customer relationships to capitalize on these trends.
+Added: Automotive Market Penetration .
+Added: The automotive sector remains a core market.
+Added: During the year ended December 31, 2025, automotive-related operations represented approximately 45% of total operating revenues.
+Added: Expansion into Other Verticals .
+Added: We continue to expand in aerospace, energy, government services, healthcare, industrial retail, consumer goods, and metals, leveraging modular process design and rapid implementation expertise.
+Added: Growth of Agent and Owner-Operator Networks .
+Added: We plan to continue expanding our agent and owner-operator base to drive growth in transactional transportation services.
Competition and Industry
−Removed: The transportation and logistics service industry is highly competitive and extremely fragmented.
−Removed: We compete based on quality and reliability of service, price, breadth of logistics solutions, and IT capabilities.
−Removed: We compete with asset and non-asset based truckload and less-than-truckload carriers, intermodal transportation, logistics providers and, in some aspects of our business, railroads.
−Removed: We also compete with other motor carriers for owner-operators and agents.
−Removed: Our customers may choose not to outsource their logistics operations and, rather, to retain or restore such activities as their own internal operations.
−Removed: In our largest vertical market, the automotive industry, we compete more frequently with a relatively small number of privately-owned firms or with subsidiaries of large public companies.
−Removed: These vendors have the scope and capabilities to provide the breadth of services required by the large and complex supply chains of automotive original equipment manufacturers (OEMs).
−Removed: We also encounter competition from regional and local third-party logistics providers, integrated transportation companies that operate their own aircraft, cargo sales agents and brokers, surface freight forwarders and carriers, airlines, associations of shippers organized to consolidate their members’ shipments to obtain lower freight rates, and internet-based freight exchanges.
−Removed: The transportation industry is continuously impacted by new rules and regulations intended to improve the overall safety of the industry.
−Removed: Compliance with such increasingly complex rules continues to constrain the supply of qualified drivers.
−Removed: We believe that our industry will continue to be hindered by an insufficient quantity of qualified drivers which creates significant competition for this declining pool.
−Removed: Revenue is generated from customers throughout the United States, and in Mexico, Canada and Colombia.
−Removed: Our customers are largely concentrated in the automotive, retail and consumer goods, steel and other metals, energy and manufacturing industries.
−Removed: A significant percentage of our revenues are derived from the domestic automotive industry.
−Removed: Our aggregate sales in the automotive industry totaled 47%, 43% and 36% of our revenues during the fiscal years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: In 2024, 2023 and 2022, General Motors accounted for approximately 18%, 20% and 16% of our total operating revenues, respectively, and Ford accounted for approximately 17%, 6% and 6%, respectively.
−Removed: In 2024, 2023 and 2022, sales to our top 10 customers, including General Motors and Ford, totaled 56%, 48% and 42%, respectively.
−Removed: A significant percentage of our revenue also results from our providing capacity to other transportation companies that aggregate loads from a variety of shippers in these and other industries.
+Added: The transportation and logistics industry is highly competitive and fragmented.
+Added: Competition is based on service quality, reliability, pricing, breadth of offerings, technology capabilities, and access to capacity.
+Added: We compete with asset-based and non-asset-based carriers, integrated logistics providers, railroads, and digital freight platforms.
+Added: We serve customers throughout the United States and in Mexico and Canada.
+Added: Revenues are concentrated in automotive, retail and consumer goods, metals, energy, and manufacturing industries.
+Added: For the year ended December 31, 2025:
+Added: • Automotive customers represented approximately 45% of total revenues;
+Added: • Our top customer, General Motors, represented approximately 25% of revenues;
+Added: • Our top ten customers represented approximately 59% of revenues.
Human Capital Resources
−Removed: As of December 31, 2024, we had 10,821 employees.
−Removed: During the year ended December 31, 2024, we also engaged, on average, the full-time equivalency of 88 individuals on a contract basis.
−Removed: As of December 31, 2024, approximately 46% of our employees were members of unions and subject to collective bargaining agreements.
−Removed: We believe our union and employee relationships are good.
−Removed: Diversity and Inclusion .
−Removed: We believe diversity and inclusion are critical to our ability to win in the marketplace and enable our workforce and communities to succeed.
−Removed: Specifically, having a diverse and inclusive workplace allows us to attract and retain the best employees to deliver results for our shareholders.
−Removed: A qualified, diverse, and inclusive workforce also helps us represent the broad cross-section of ideas, values, and beliefs of our employees, customers, and communities.
−Removed: Our commitment to diversity and inclusion means that we will continue to strive to establish and improve an inclusive workplace environment where employees from all backgrounds can succeed and be heard.
−Removed: Employee Health and Safety .
−Removed: We are committed to being an industry leader in health and safety standards.
−Removed: The physical health, wellbeing, and mental health of our employees is crucial to our success.
−Removed: For essential functions, including our plant workers and driving professionals, we have distributed cleaning and protective supplies to various plants and terminals so that they are available to those that need them, increased cleaning frequency and coverage, and provided employees direction on precautionary measures, such as sanitizing truck interiors, personal hygiene, and social distancing.
−Removed: We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.
−Removed: Talent Acquisition, Retention and Development .
−Removed: We continually strive to hire, develop, and retain the top talent in our industry.
−Removed: Critical to attracting and retaining top talent is employee satisfaction, and we regularly implement programs to increase employee satisfaction.
−Removed: We reward our employees by providing competitive compensation, benefits, and incentives throughout all levels in our organization.
−Removed: Intense competition in the transportation and logistics services industry for qualified workers and drivers has resulted in additional expense to recruit and retain an adequate supply of employees and has had a negative impact on the industry.
−Removed: Our operations have also been impacted, we have periodically experienced under-utilization and increased expenses due to a shortage of qualified workers and drivers.
−Removed: We place a high priority on the recruitment and retention of an adequate supply of qualified workers and drivers.
+Added: 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.
+Added: Approximately 37% of our employees were represented by labor unions and covered by collective bargaining agreements.
+Added: Our workforce consists of a broad mix of professional, technical, operational, and driver personnel supporting both customer-integrated logistics operations and transactional transportation services.
+Added: We believe our employee and labor relations remain constructive.
+Added: 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.
+Added: 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.
+Added: We regularly assess workforce trends, operating requirements, and labor market conditions and adjust our practices as appropriate.
+Added: Workforce Availability, Retention, and Development
+Added: Competition for qualified drivers, logistics professionals, and skilled operations personnel remains intense across the transportation and logistics industry.
+Added: We seek to mitigate turnover through competitive compensation and benefits, incentive programs, training opportunities, and operational stability, particularly in customer-integrated environments.
+Added: Training and workforce development are critical components of our operations, given the safety-sensitive and customer-specific nature of many of our services.
+Added: We maintain structured onboarding, skills enhancement, and supervisory training programs designed to support workforce readiness, operational continuity, and succession planning.
+Added: Health, Safety, and Wellbeing
+Added: The safety and wellbeing of our employees, contractors, and the communities in which we operate are fundamental to our business.
+Added: 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.
+Added: We continue to invest in safety training, monitoring, and operational controls;
+Added: however, the nature of our operations exposes us to inherent safety risks, and there can be no assurance that incidents will not occur.
+Added: Labor Relations
+Added: 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.
+Added: These agreements typically have defined terms and may result in periodic wage and benefit increases.
+Added: While we believe our labor relationships are constructive, labor negotiations, workforce availability, or work stoppages could adversely affect our operations or financial performance.
+Added: Human Capital Challenges and Outlook
+Added: We believe our human capital practices support our operational objectives and customer service commitments.
+Added: 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.
+Added: These factors may increase operating costs, constrain capacity, or impact service levels.
+Added: See Item 1A—Risk Factors for additional discussion of risks related to labor, workforce availability, and operating costs.
Independent Contractor Network
−Removed: We utilize a network of agents and owner-operators located throughout the United States and in Ontario, Canada.
−Removed: These agents and owner-operators are independent contractors.
−Removed: A significant percentage of the interaction with our shippers is provided by our agents.
−Removed: Our agents solicited and controlled approximately 30% of the freight we hauled in 2024, with the balance of the freight being generated by company-managed terminals.
−Removed: Our top 100 agents in 2024 generated approximately 17% of our annual operating revenues.
−Removed: Our agents typically focus on three or four shippers within a particular market and solicit most of their freight business from this core group.
−Removed: By focusing on a relatively small number of shippers, each agent is acutely aware of the specific transportation needs of that core group of shippers, while remaining alert to growth opportunities.
−Removed: We also contract with owner-operators to provide greater flexibility in responding to fluctuations in customer demand.
−Removed: Owner-operators provide their own trucks and are contractually responsible for all associated expenses, including but not limited to financing costs, fuel, maintenance, insurance, and taxes, among other things.
−Removed: They are also responsible for maintaining compliance with Federal Motor Carrier Safety Administration regulations.
+Added: Independent agents and owner-operators are a critical component of our operating model.
+Added: During 2025, agents generated approximately 17% of freight volume.
+Added: Owner-operators provide equipment and are responsible for associated operating costs and regulatory compliance.
Revenue Equipment
−Removed: The following table represents our equipment used to provide transportation services as of December 31, 2024:
+Added: As of December 31, 2025, our revenue equipment consisted of approximately:
Type of Equipment
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Risk Management and Insurance
−Removed: Our customers and federal regulations generally require that we provide insurance for auto liability and general liability claims up to $1.0 million per occurrence.
−Removed: Accordingly, in the United States, we purchase such insurance from a licensed casualty insurance carrier, which is a related party, providing a minimum $1.0 million of coverage for individual auto liability and general liability claims.
−Removed: We are generally self-insured for auto and general liability claims above $1.0 million unless riders are sought to satisfy individual customer or vendor contract requirements.
−Removed: In certain of our businesses, we have secured additional auto liability coverage where we are self-insured for claims above $4.0 million.
−Removed: In Mexico, our operations and investment in equipment are insured through an internationally recognized, third-party insurance underwriter.
−Removed: We typically self-insure for the risk of motor cargo liability claims and material handling claims.
−Removed: Accordingly, we establish financial reserves for anticipated losses and expenses related to motor cargo liability and material handling claims, and we periodically evaluate and adjust those reserves to reflect our experience.
−Removed: Any such adjustments could have a materially adverse effect on our operations and financial results.
−Removed: To reduce our exposure to claims incurred while a vehicle is being operated without a trailer attached or is being operated with an attached trailer which does not contain or carry any cargo, we require our owner-operators to maintain non-trucking use liability coverage (which the industry refers to as deadhead bobtail coverage) of $2.0 million per occurrence.
−Removed: We use multifaceted software tools and hardware platforms that support seamless integration with the IT networks of our customers and vendors through electronic data exchange systems.
−Removed: These tools enhance our relationships and ability to effectively communicate with customers and vendors.
−Removed: Our tools and platforms provide real-time, web-based visibility into the supply chains of our customers.
−Removed: In our contract logistics segment, we customize our proprietary warehouse management and sequencing systems to meet the needs of individual customers.
−Removed: Our systems allows us to send our customers an advance shipping notice through a simple, web-based interface that can be used by a variety of vendors.
−Removed: It also enables us to clearly identify and communicate to the customer any vendor-related problems that may cause delays in production.
−Removed: We also use cross-dock and container-return-management applications that automate the cycle of material receipt and empty container return.
−Removed: Our proprietary and third-party transportation management system allows full operational control and visibility from dispatch to delivery, and from invoicing to receivables collections.
−Removed: For our employee drivers, the system provides automated dispatch to hand-held devices, satellite tracking for quality control and electronic status broadcasts to customers when requested.
−Removed: Our international and domestic air freight and ocean forwarding services use similar systems with added functionalities for managing air and ocean freight transportation requirements.
−Removed: All of these systems have customer-oriented web interfaces that allow for full shipment tracking and visibility, as well as for customer shipment input.
−Removed: We also provide systems that allow agents to list pending freight shipments and owner-operators with available capacity and track particular shipments at various points in the shipping route.
−Removed: We believe that these tools improve our services and quality controls, strengthen our relationships with our customers, and enhance our value proposition.
−Removed: Any significant disruption or failure of these systems could have a materially adverse effect on our operations and financial results.
−Removed: Government Regulation
−Removed: Our operations are regulated and licensed by various U.S.
−Removed: federal and state agencies, as well as comparable agencies in Mexico, Canada, and Colombia.
−Removed: Interstate motor carrier operations are subject to the broad regulatory powers, to include drug and alcohol testing, safety and insurance requirements, prescribed by the Federal Motor Carrier Safety Administration (FMCSA), which is an agency of the U.S.
−Removed: Department of Transportation (DOT).
−Removed: Matters such as weight and equipment dimensions also are subject to United States federal and state regulation.
−Removed: We operate in the United States under operating authority granted by the DOT.
−Removed: We are also subject to regulations relating to testing and specifications of transportation equipment and product handling requirements.
−Removed: In addition, our drivers and owner-operators must have a commercial driver’s license and comply with safety and fitness regulations promulgated by the FMCSA, including those relating to drug and alcohol testing.
−Removed: Our international operations, which include not only facilities in Mexico, Canada and Colombia but also transportation shipments managed by our specialized service operations, are impacted by a wide variety of U.S.
−Removed: government regulations and applicable international treaties.
−Removed: These include regulations of the U.S.
−Removed: Department of State, U.S.
−Removed: Department of Commerce, and the U.S.
−Removed: Department of Treasury.
−Removed: Regulations also cover specific commodities, destinations and end-users.
−Removed: Part of our specialized services operations is engaged in the arrangement of imported and exported freight.
−Removed: As such, we are subject to the regulations of the U.S.
−Removed: Customs and Border Protection, which include significant notice and registration requirements.
−Removed: In various Canadian provinces, we operate transportation services under authority granted by the Ministries of Transportation and Communications.
−Removed: Transportation-related regulations are greatly affected by U.S.
−Removed: national security legislation and related regulations.
−Removed: We believe we comply with applicable material regulations and that the costs of regulatory compliance are an ordinary operating cost of our business that we may not be able to recoup from rates charged to customers.
−Removed: Environmental Regulation
−Removed: We are subject to various federal, state and local environmental laws and regulations that focus on, among other things:
−Removed: the emission and discharge of hazardous materials into the environment or their presence at our properties or in our vehicles;
−Removed: fuel storage tanks;
−Removed: transportation of certain materials;
−Removed: and the discharge or retention of storm water.
−Removed: Under specific environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with cleanup of accidents involving our vehicles.
−Removed: As climate change issues become more prevalent, federal, state and local governments, as well as some of our customers, have made efforts to respond to these issues.
−Removed: This increased focus on sustainability may result in new legislation or regulations and customer requirements that could negatively affect us as we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations or customer requirements.
−Removed: Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as those used in the Company’s trucks, could adversely affect our operations and financial results.
−Removed: More specifically, legislative or regulatory actions relating to climate change could adversely impact the Company by increasing our fuel costs and reducing fuel efficiency and could result in the creation of substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required equipment upgrades.
−Removed: We believe we are currently in material compliance with applicable laws and regulations and that the cost of compliance has not materially affected results of operations.
−Removed: However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.
−Removed: Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as a result of the automotive industry’s spring selling season.
−Removed: Conversely, such demand generally decreases during the third quarter of each year due to the impact of scheduled OEM customer plant shutdowns in July for vacations and changeovers in production lines for new model years.
−Removed: Our value-added services business is also impacted in the fourth quarter by plant shutdowns during the December holiday period.
−Removed: Prolonged adverse weather conditions, particularly in winter months, can also adversely impact margins due to productivity declines and related challenges meeting customer service requirements.
−Removed: Additionally, our transportation services business, excluding dedicated transportation tied to specific customer supply chains, is generally impacted by decreased activity during the post-holiday winter season and, in certain states during hurricane season, because some shippers reduce their shipments and inclement weather impedes trucking operations or underlying customer demand.
+Added: We maintain insurance coverage and self-insurance programs consistent with industry practice.
+Added: We establish reserves for auto liability, cargo, and material handling claims based on actuarial estimates and historical experience.
+Added: Technology, Cybersecurity, and System Resiliency
+Added: 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.
+Added: We face an increasingly complex cybersecurity risk environment, including risks associated with system intrusions, ransomware, data integrity failures, and service disruptions.
+Added: 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.
+Added: 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.
+Added: Any such events could adversely affect our operations, customer relationships, or financial results.
+Added: See “Risk Factors—Information Technology and Cybersecurity Risks” for a discussion of risks related to system disruptions, cybersecurity incidents, and data protection.
+Added: Government Regulation and Environmental Matters
+Added: Our operations are subject to extensive federal, state, and international regulation, including safety, labor, customs, and environmental requirements.
+Added: We believe we are in material compliance with applicable laws.
+Added: Environmental and climate-related regulations may increase operating or capital costs over time.
+Added: Our value-added logistics services experience seasonal demand patterns driven by automotive production cycles and scheduled OEM shutdowns.
+Added: Transportation services are also impacted by weather and holiday-related shipping patterns.
Available Information
−Removed: We make available free of charge on or through our website, www.universallogistics.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC).
−Removed: The contents of our website are not incorporated into this filing.
+Added: We make available, free of charge, our SEC filings on our website at www.universallogistics.com as soon as reasonably practicable after filing.
+Added: The contents of our website are not incorporated into this Form 10-K.
RI SK FACTORS
−Removed: Set forth below, and elsewhere in this Report and in other documents we file with the SEC, are risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this Report or our other filings with the SEC or in oral presentations such as telephone conferences open to the public.
−Removed: You should carefully consider the following factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related Notes in Item 8.
−Removed: Risks Related to Our Industry
−Removed: Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a material adverse effect on our operating results.
−Removed: Our business is dependent upon a number of general economic and business factors that may adversely affect our results of operations.
−Removed: These factors include significant increases or rapid fluctuations in fuel prices, excess capacity in the transportation and logistics industry, surpluses in the market for used equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, self-insurance levels, and difficulty in attracting and retaining qualified drivers and independent contractors.
−Removed: We operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address any downward pricing pressures or other factors that may adversely affect our ability to compete with other carriers.
−Removed: We are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries, such as the automotive industry, where we have a significant concentration of customers.
−Removed: Economic conditions may also adversely affect our customers and their ability to pay for our services.
−Removed: Deterioration in the United States and world economies could exacerbate any difficulties experienced by our customers and suppliers in obtaining financing, which, in turn, could materially and adversely impact our business, financial condition, results of operations and cash flows.
−Removed: The Trump administration has stated its intention to impose new or increased tariff rates on imported goods from a number of countries, including China, Canada, Mexico, and the E.U.
−Removed: Such trade policies and tariff implementations, and any related retaliatory trade policies and tariff implementations by foreign governments, may result in decreased shipping volumes and have an adverse impact on our revenues and results of operations.
−Removed: We operate in the highly competitive and fragmented transportation and logistics industry, and our business may suffer if we are unable to adequately address factors that may adversely affect our revenue and costs relative to our competitors.
−Removed: Numerous competitive factors could impair our ability to maintain our current profitability.
−Removed: These factors include the following:
−Removed: • we compete with many other truckload carriers and logistics companies of varying sizes, some of which have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do;
−Removed: • some of our competitors periodically reduce their rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase rates, maintain our operating margins, or maintain significant growth in our business;
−Removed: • many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers and, in some instances, we may not be selected;
−Removed: • some companies hire lead logistics providers to manage their logistics operations, and these lead logistics providers may hire logistics providers on a non-neutral basis which may reduce the number of business opportunities available to us;
−Removed: • many customers periodically accept bids from multiple carriers and providers for their shipping and logistic service needs, and this process may result in the loss of some of our business to competitors and/or price reductions;
−Removed: • the trend toward consolidation in the trucking and third-party logistics industries may create other large providers with greater financial resources and other competitive advantages relating to their size and with whom we may have difficulty competing;
−Removed: • advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher rates to cover the cost of these investments;
−Removed: • competition from Internet-based and other brokerage companies may adversely affect our relationships with our customers and freight rates;
−Removed: • economies of scale that may be passed on to smaller providers by procurement aggregation providers may improve the ability of smaller providers to compete with us;
−Removed: • some areas of our service coverage require trucks with engines no older than 2011 in order to comply with environmental rules;
−Removed: • an inability to continue to access capital markets to finance equipment acquisition could put us at a competitive disadvantage.
−Removed: We may be adversely impacted by fluctuations in the price and availability of diesel fuel.
−Removed: Diesel fuel represents a significant operating expense for the Company, and we do not currently hedge against the risk of diesel fuel price increases.
−Removed: An increase in diesel fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have a material adverse effect on our operating results to the extent we are unable to recoup such increases from customers in the form of increased freight rates or through fuel surcharges.
−Removed: Historically, we have been able to offset, to a certain extent, diesel fuel price increases through fuel surcharges to our customers, but we cannot be certain that we will be able to do so in the future.
−Removed: We continuously monitor the components of our pricing, including base freight rates and fuel surcharges, and address individual account profitability issues with our customers when necessary.
−Removed: While we have historically been able to adjust our pricing to help offset changes to the cost of diesel fuel through changes to base rates and/or fuel surcharges, we cannot be certain that we will be able to do so in the future.
−Removed: Difficulty in attracting drivers could affect our profitability and ability to grow.
−Removed: The transportation industry routinely experiences difficulty in attracting and retaining qualified drivers, including independent contractors, resulting in intense competition for drivers.
−Removed: We have from time to time experienced under-utilization and increased expenses due to a shortage of qualified drivers.
−Removed: If we are unable to attract drivers when needed or contract with independent contractors when needed, we could be required to further adjust our driver compensation packages, increase driver recruiting efforts, or let trucks sit idle, any of which could adversely affect our growth and profitability.
−Removed: Purchase price increases for new revenue equipment and/or decreases in the value of used revenue equipment could have an adverse effect on our results of operations, cash flows and financial condition.
−Removed: During the last decade, the purchase price of new revenue equipment has increased significantly as equipment manufacturers recover increased materials costs and engine design costs resulting from compliance with increasingly stringent EPA engine emission standards.
−Removed: Additional EPA emission mandates in the future could result in higher purchase prices of revenue equipment which could result in higher than anticipated depreciation expenses.
−Removed: If we were unable to offset any such increase in expenses with freight rate increases, our cash flows and results of operations could be adversely affected.
−Removed: If the market price for used equipment continues to decline, then we could incur substantial losses upon disposition of our revenue equipment which could adversely affect our results of operations and financial condition.
−Removed: We have significant ongoing capital requirements that could affect our liquidity and profitability if we are unable to generate sufficient cash from operations or obtain sufficient financing on favorable terms.
−Removed: The transportation and logistics industry is capital intensive.
−Removed: If we are unable to generate sufficient cash from operations in the future, we may have to limit our growth, enter into unfavorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a material adverse effect on our profitability.
−Removed: We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.
−Removed: The FMCSA and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, drug and alcohol testing, safety and insurance requirements.
−Removed: Our owner-operators must comply with the safety and fitness regulations promulgated by the FMCSA, including those relating to drug and alcohol testing and hours-of-service.
−Removed: There also are regulations specifically relating to the trucking industry, including testing and specifications of equipment and product handling requirements.
−Removed: These measures could disrupt or impede the timing of our deliveries and we may fail to meet the needs of our customers.
−Removed: The cost of complying with these regulatory measures, or any future measures, could have a materially adverse effect on our business or results of operations.
−Removed: A determination that independent contractors are employees could expose us to various liabilities and additional costs.
−Removed: Federal and state legislators and other regulatory authorities, as well as independent contractors themselves, often seek to assert that independent contractors in the transportation services industry are employees rather than independent contractors.
−Removed: An example of such legislation enacted in California is now enforceable against trucking companies.
−Removed: There can be no assurance that interpretations that support the independent contractor status will not change, that other federal or state legislation will not be enacted or that various authorities will not successfully assert a position that re-classifies independent contractors to be employees.
−Removed: If our independent contractors are determined to be our employees, that determination could materially increase our exposure under a variety of federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as our potential liability for employee benefits.
−Removed: In addition, such changes may be applied retroactively, and if so, we may be required to pay additional amounts to compensate for prior periods.
−Removed: Any of the above increased costs would adversely affect our business and operating results.
−Removed: We may incur additional operating expenses or liabilities as a result of potential future requirements to address climate change issues.
−Removed: Federal, state, and local governments, as well as some of our customers, are beginning to respond to global warming issues.
−Removed: This increased focus on sustainability may result in new legislation or regulations and customer requirements that could negatively affect us as we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations or customer requirements.
−Removed: Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as those used in the Company’s trucks, could adversely affect our operations and financial results.
−Removed: More specifically, legislative, or regulatory actions related to climate change could adversely impact the Company by increasing our fuel costs and reducing fuel efficiency and could result in the creation of substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required equipment upgrades.
−Removed: Any of these factors could impair our operating efficiency and productivity and result in higher operating costs.
−Removed: In addition, revenues could decrease if we are unable to meet regulatory or customer sustainability requirements.
−Removed: These additional costs, changes in operations, or loss of revenues could have a material adverse effect on our business, financial condition, and results of operations.
−Removed: Risks Related to Our Business
−Removed: Our revenue is largely dependent on North American automotive industry production volume and may be negatively affected by future downturns in North American automobile production.
−Removed: A significant portion of our larger customers are concentrated in the North American automotive industry.
−Removed: During 2024, 47% of our revenues were derived from customers in the North American automotive industry.
−Removed: Our business and growth largely depend on continued demand for its services from customers in this industry.
−Removed: Any future downturns in North American automobile production, which also impacts our steel and other metals customers, could similarly affect our revenues in future periods.
−Removed: Our business derives a large portion of revenue from a few major customers, and the loss of any one or more of them as customers, or a reduction in their operations, could have a material adverse effect on our business.
−Removed: A large portion of our revenue is generated from a limited number of major customers concentrated in the automotive, railroad, retail and consumer goods, steel and other metals, energy and manufacturing industries.
−Removed: Our top 10 customers accounted for approximately 56% of our operating revenues during 2024.
−Removed: Our contracts with customers generally contain cancellation clauses, and there can be no assurance that these customers will continue to utilize our services or that they will continue at the same levels.
−Removed: Further, there can be no assurance that these customers will not be affected by a future downturn in demand, which would result in a reduction in their operations and corresponding need for our services.
−Removed: Moreover, our customers may individually lose market share, apart from general economic trends.
−Removed: If our major customers lose U.S.
−Removed: market share, they may have less need for services.
−Removed: A reduction in or termination of services by one or more of our major customers could have a material adverse effect on our business and results of operations.
−Removed: If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed.
−Removed: We are highly dependent upon the services of our key employees and executive officers.
−Removed: The loss of any of their services could have a material adverse effect on our operations and future profitability.
−Removed: We must continue to develop and retain a core group of managers if we are to realize our goal of expanding our operations and continuing our growth.
−Removed: We cannot assure that we will be able to do so.
−Removed: A significant labor dispute that involves one of our customers or that could otherwise affect our operations could reduce our revenues and harm our profitability.
−Removed: Our largest customers employ a substantial number of workers who are members of industrial trade unions, and their employment is subject to the terms of collective bargaining agreements.
−Removed: Strikes, work stoppages, slowdown or similar such actions in the future could negatively impact our revenue and profitability.
−Removed: A labor dispute involving another supplier to our customers that results in a slowdown or closure of our customers’ plants where we provide services could also have a material adverse effect on our business.
−Removed: Significant increases in labor costs as a result of the renegotiation of our collective bargaining agreements could be harmful to our business and our profitability.
−Removed: As of December 31, 2024, approximately 46% of our employees were members of unions and subject to collective bargaining agreements.
−Removed: Subject to a few exceptions, each of our unionized facilities has a separate agreement with the union that generally represents the workers at only that facility.
−Removed: Any work stoppages or slowdowns by our employees could affect our ability to meet our customers’ needs, and customers may do more business with our competitors if they believe that such actions may adversely affect our ability to provide our services.
−Removed: We may face the permanent loss of customers if we are unable to provide uninterrupted services.
−Removed: The terms of our future collective bargaining agreements may also affect our competitive position and results of operations.
−Removed: The conflicts in Ukraine and the Middle East, expansion of such conflicts to other areas or similar conflicts, as well as the rising tensions between China and Taiwan, could adversely impact our business and financial results
−Removed: We do not have any direct operations in Russia, Belarus, Ukraine, the Middle East, China, or Taiwan, but we may be affected by the broader consequences of the conflicts, or expansion of such conflicts to other areas or countries or similar conflicts elsewhere.
−Removed: The potential implications include increased tariffs, inflation, supply chain disruption, reduced access to parts for our revenue equipment, embargoes, geopolitical shifts, reduced access to diesel fuel, higher energy prices, and other effects on the global economy.
−Removed: The magnitude of these risks cannot be predicted, including the extent to which the conflicts may heighten other risk factors.
−Removed: Ultimately, these factors could materially and adversely affect the results of our operations.
−Removed: Ongoing insurance and claims expenses could significantly reduce our earnings and cash flows.
−Removed: Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings and cash flows.
−Removed: We are self-insured for health and workers’ compensation insurance coverage up to certain limits.
−Removed: If medical costs continue to increase, or if the severity or number of claims increase, and if we are unable to offset the resulting increases in expenses with higher freight rates, our earnings could be materially and adversely affected.
−Removed: We face litigation risks that could have a material adverse effect on the operation of our business.
−Removed: We face litigation risks regarding a variety of issues, including without limitation, accidents involving our trucks and employees, alleged violations of federal and state labor and employment laws, securities laws, environmental liability, and other matters.
−Removed: These proceedings may be time-consuming, expensive, and disruptive to normal business operations.
−Removed: The defense of such lawsuits could result in significant expense and the diversion of our management’s time and attention from the operation of our business.
−Removed: In recent years, several insurance companies have stopped offering coverage to trucking companies as a result of increases in the severity of automobile liability claims and higher costs of settlements and verdicts.
−Removed: Recent jury awards in the trucking industry have reached into the tens and even hundreds of millions of dollars.
−Removed: Trends in such awards, commonly referred to as nuclear verdicts, could adversely affect our ability to obtain suitable insurance coverage or could significantly increase our cost for obtaining such coverage, which would adversely affect our financial condition, results of operations, liquidity, and cash flows.
−Removed: Costs we incur to defend or to satisfy a judgment or settlement of these claims may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs and could have a material adverse effect on our financial condition, results of operations, liquidity, and cash flows.
−Removed: We have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales.
−Removed: A significant portion of our expenses are fixed costs that neither increase nor decrease proportionately with our sales.
−Removed: There can be no assurance that we would be able to reduce our fixed costs proportionately in response to a decline in our sales;
−Removed: therefore, our competitiveness could be significantly impacted.
−Removed: As a result, a decline in our sales would result in a higher percentage decline in our income from operations and net income.
−Removed: Our existing and future indebtedness could limit our flexibility in operating our business or adversely affect our business and our liquidity position.
−Removed: We have outstanding indebtedness, and our debt may fluctuate from time to time in the future for various reasons, including changes in the results of our operations, capital expenditures, and potential acquisitions.
−Removed: Our current indebtedness, as well as any future indebtedness, could, among other things:
−Removed: • impair our ability to obtain additional future financing for working capital, capital expenditures, acquisitions, or general corporate expenses;
−Removed: • limit our ability to use operating cash flow in other areas of our business due to the necessity of dedicating a substantial portion of these funds for payments on our indebtedness;
−Removed: • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
−Removed: • make it more difficult for us to satisfy our obligations;
−Removed: • increase our vulnerability to general adverse economic and industry conditions;
−Removed: • place us at a competitive disadvantage compared to our competitors.
−Removed: Our ability to make scheduled payments on, or to refinance, our debt and other obligations will depend on our financial and operating performance, which, in turn, is subject to our ability to implement our strategic initiatives, prevailing economic conditions and certain financial, business, and other factors beyond our control.
−Removed: If our cash flow and capital resources are insufficient to fund our debt service and other obligations, we may be forced to reduce or delay expansion plans and capital expenditures, sell material assets or operations, obtain additional capital, or restructure our debt.
−Removed: We cannot provide any assurance that our operating performance, cash flow and capital resources will be sufficient to pay our debt obligations when they become due.
−Removed: We also cannot provide assurance that we would be able to dispose of material assets or operations or restructure our debt or other obligations if necessary or, even if we were able to take such actions, that we could do so on terms that are acceptable to us.
−Removed: Disruptions in the credit markets may adversely affect our business, including the availability and cost of short-term funds for liquidity requirements and our ability to meet long-term commitments, which could adversely affect our results of operations, cash flows and financial condition.
−Removed: If cash from operations is not sufficient, we may be required to rely on the capital and credit markets to meet our financial commitments and short-term liquidity needs.
−Removed: Disruptions in the capital and credit markets, as have been experienced during recent years, could adversely affect our ability to draw on our revolving credit facilities.
−Removed: Our access to funds under the credit facilities is dependent on the ability of banks to meet their funding commitments.
−Removed: A bank may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time.
−Removed: Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.
−Removed: Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged, which could adversely affect our growth and profitability.
−Removed: Our results of operations may be affected by seasonal factors.
−Removed: Our productivity may decrease during the winter season when severe winter weather impedes operations.
−Removed: Also, some shippers may reduce their shipments after the winter holiday season.
−Removed: At the same time, operating expenses may increase, and fuel efficiency may decline due to engine idling during periods of inclement weather.
−Removed: Harsh weather conditions generally also result in higher accident frequency, increased freight claims, and higher equipment repair expenditures.
−Removed: Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as a result of the automotive industry’s spring selling season and decreases during the third quarter of each year due to the impact of scheduled OEM customer plant shutdowns in July for vacations and changeovers in production lines for new model years.
−Removed: Our value-added services business is also impacted in the fourth quarter by plant shutdowns during the December holiday period.
−Removed: Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.
−Removed: We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water.
−Removed: We operate in industrial areas, where truck terminals and other industrial activities are located, and where groundwater or other forms of environmental contamination could occur.
−Removed: In prior years, we also maintained bulk fuel storage and fuel islands at two of our facilities.
−Removed: Our operations may involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others.
−Removed: If we are involved in a spill or other accident involving hazardous substances, or if we are found to be in violation of applicable laws or regulations, it could have a materially adverse effect on our business and operating results.
−Removed: If we fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.
−Removed: Our business may be disrupted by natural disasters and severe weather conditions causing supply chain disruptions.
−Removed: Natural disasters such as fires, earthquakes, tsunamis, hurricanes, tornadoes, floods or other adverse weather and climate conditions, whether occurring in the United States or abroad, could disrupt our operations or the operations of our customers or could damage or destroy infrastructure necessary to transport products as part of the supply chain.
−Removed: Specifically, these events may damage or destroy or assets, disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, and affect regional economies.
−Removed: As a result, these events could make it difficult or impossible for us to provide logistics and transportation services;
−Removed: disrupt or prevent our ability to perform functions at the corporate level;
−Removed: and/or otherwise impede our ability to continue business operations in a continuous manner consistent with the level and extent of business activities prior to the occurrence of the unexpected event, which could adversely affect our business and results of operations or make our results more volatile.
−Removed: Our business may be harmed by public health crises, terrorist attacks, future war, or anti-terrorism measures.
−Removed: The rapid or unrestricted spread of a contagious illness such as COVID-19, or the fear of such an event, could significantly disrupt global and domestic supply chains for our customers or result in various travel restrictions, any of which could have a material adverse effect on our business and results of operations.
−Removed: The duration of the current disruption in supply chains, and whether the magnitude of the disruption will change, are currently unknown.
−Removed: In addition, in order to prevent terrorist attacks, federal, state, and municipal authorities have implemented and continue to follow various security measures, including checkpoints and travel restrictions on large trucks.
−Removed: Our international operations in Canada and Mexico may be affected significantly if there are any disruptions or closures of border traffic due to security measures.
−Removed: Such measures may have costs associated with them, which, in connection with the transportation services we provide, we or our owner-operators could be forced to bear.
−Removed: Further, a public health crisis, terrorist attack, war, or risk of such an event also may have an adverse effect on the economy.
−Removed: A decline in economic activity could adversely affect our revenue or restrict our future growth.
−Removed: Instability in the financial markets as a result of a health pandemic, terrorism or war also could affect our ability to raise capital.
−Removed: In addition, the insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically or such coverage could be unavailable in the future.
−Removed: We may be unable to successfully integrate the businesses we acquire into our operations.
−Removed: Integrating acquired companies may involve unanticipated delays, costs or other operational or financial problems.
−Removed: Successful integration of the businesses we acquire depends on a number of factors, including our ability to transition acquired companies to our management information systems.
−Removed: In integrating acquired businesses, we may not achieve expected economies of scale or profitability or realize sufficient revenues to justify our investment.
−Removed: We also face the risk that an unexpected problem at one of the acquired companies will require substantial time and attention from senior management, diverting management’s attention from other aspects of our business.
−Removed: We cannot be certain that our management and operational controls will be able to support us as we grow.
−Removed: Our information technology systems are subject to certain cyber risks and disasters that are beyond our control.
−Removed: We depend heavily on the proper functioning and availability of our information, communications, and data processing systems, including operating and financial reporting systems, in operating our business.
−Removed: Our systems and those of our technology and communications providers are vulnerable to interruptions caused by natural disasters, power loss, telecommunication and internet failures, cyber-attack, and other events beyond our control.
−Removed: Accordingly, information security and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us.
−Removed: We have been, and in the future may be, subject to cybersecurity and malware attacks and other intentional hacking.
−Removed: Any failure to identify and address or to prevent a cyber- or malware-attack could result in service interruptions, operational difficulties, loss of revenues or market share, liability to our customers or others, the diversion of corporate resources, injury to our reputation and increased service and maintenance costs.
−Removed: Although our information systems are protected through physical and software security as well as redundant backup systems, they remain susceptible to cyber security risks.
−Removed: Some of our software systems are utilized by third parties who provide outsourced processing services which may increase the risk of a cyber-security incident.
−Removed: We have invested and continue to invest in technology security initiatives, employee training, information technology risk management and disaster recovery plans.
−Removed: The development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly more sophisticated.
−Removed: Despite our efforts, we are not fully insulated from data breaches, technology disruptions or data loss, which could adversely impact our competitiveness and results of operations.
−Removed: Any future successful cyber-attack or catastrophic natural disaster could significantly affect our operating and financial systems and could temporarily disrupt our ability to provide required services to our customers, impact our ability to manage our operations and perform vital financial processes, any of which could have a materially adverse effect on our business.
−Removed: We are subject to certain risks arising from doing business in Mexico.
−Removed: As we continue to grow our business in Mexico, we are subject to greater risks of doing business internationally.
−Removed: Those risks include but are not limited to the following:
−Removed: • Fluctuations in foreign currencies;
−Removed: • changes in the economic strength of Mexico;
−Removed: • difficulties in enforcing contractual obligations and intellectual property rights;
−Removed: • burdens of complying with a wide variety of international and U.S.
−Removed: export and import laws;
−Removed: • social, political, and economic instability.
−Removed: We also face additional risks associated with our business in Mexico, including but not limited to the following:
−Removed: • The adoption and enforcement of restrictive trade policies;
−Removed: • the imposition of any import or export tariffs, taxes, duties, or fees;
−Removed: • the safety and security of our employees and independent contractors, and the potential theft or vandalism of our revenue equipment;
−Removed: • potential disruptions or delays at border crossings due to immigration-related issues or other factors.
−Removed: If we are unable to address business concerns related to our Mexican operations in a timely and cost-efficient manner, our financial position, results of operations, or cash flows could be adversely affected.
−Removed: If we make acquisitions in the future, we may not successfully integrate the acquired company, which could have a materially adverse effect on our business.
−Removed: Historically, acquisitions have been a part of our growth.
−Removed: If we experience any internal integration issues with the acquired companies, they may negatively affect our results of operations.
−Removed: There is no assurance that we will be successful in identifying, negotiating, or consummating any future acquisitions.
−Removed: If we fail to make any future acquisitions, our historical growth rate could be materially and adversely affected.
−Removed: If we succeed in consummating future acquisitions, our business, financial condition and results of operations, may be materially adversely affected because:
−Removed: • Some of the acquired businesses may not achieve anticipated revenue, earnings, or cash flows;
−Removed: • We may assume liabilities that were not disclosed to us or otherwise exceed our estimates;
−Removed: • We may be unable to integrate acquired businesses successfully, or at all, and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;
−Removed: • Acquisitions could disrupt our ongoing business, distract our management, and divert our resources;
−Removed: • We may experience an increase in our customer concentration;
−Removed: • We may experience difficulties operating in markets in which we have had no or only limited direct experience;
−Removed: • We may incur transaction costs and acquisition-related integration costs;
−Removed: • We could lose customers, employees, and drivers of any acquired company;
−Removed: • We may experience potential future impairment charges, write-offs, write-downs, or restructuring charges;
−Removed: • We may incur indebtedness, issue dilutive equity securities, and/or incur large one-time expenses or charges.
−Removed: Risks Related to Our Common Stock
−Removed: Our public shareholders may have limited influence over our significant corporate actions.
−Removed: Moroun, the Chairman of our Board of Directors, is the trustee of certain family trusts that collectively own greater than 50% of our outstanding shares.
−Removed: In this capacity, Mr.
−Removed: Moroun holds investment power over the shares in the family trusts.
−Removed: Calderone, a member of our Board of Directors, is the special trustee of the family trusts and, in that capacity, he exercises voting authority over the shares in the family trusts.
−Removed: The special trustee serves at the discretion of the trustee of the trusts, and members of the Moroun family are the beneficiaries of the trusts.
−Removed: Votes cast on behalf of the family trusts control any action requiring the general approval of our shareholders, including the election of our board of directors, the adoption of amendments to our articles of incorporation and bylaws, and the approval of any merger or sale of substantially all of our assets.
−Removed: This concentration of ownership could also limit the price that some investors might be willing to pay for shares of our common stock.
−Removed: The interests of our controlling shareholders may conflict with those of the Company and our other shareholders.
−Removed: The interests of the Moroun family trusts could conflict with the interests of Universal or our other shareholders.
−Removed: For example, the concentration of ownership in the trusts could delay, defer, or prevent a change of control of the Company that may otherwise be favorable to the Company and our other shareholders.
−Removed: The votes cast on behalf of the family trusts could also result in our entry into transactions or agreements that our other shareholders do not approve.
−Removed: Our controlling shareholders might also refrain from voting in favor of a transaction that would result in our other shareholders receiving consideration for our common stock that is much higher than its then-current market price.
−Removed: Any such decisions that may be made in the future by our controlling shareholders will be in their absolute discretion, subject to applicable laws and fiduciary duties.
−Removed: Because we are a “controlled company” under NASDAQ rules, we are not subject to certain corporate governance standards that apply to other publicly traded companies.
−Removed: The NASDAQ rules state that a controlled company is one in which more than 50% of the voting power is held by another person or group of persons acting together.
−Removed: A controlled company may elect not to comply with certain corporate governance requirements, including:
−Removed: • a majority of the board of directors consist of independent directors;
−Removed: • a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
−Removed: • the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
−Removed: We are a controlled company under these rules, and these requirements will not apply to us as long as we retain that status.
−Removed: Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NASDAQ.
−Removed: Our stock trading volume may not provide adequate liquidity for investors.
−Removed: Although shares of our common stock are traded on the NASDAQ Global Market, the average daily trading volume in our common stock is less than that of other larger transportation and logistics companies.
−Removed: A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of the common stock at any given time.
−Removed: This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control.
−Removed: Given the daily average trading volume of our common stock, significant sales of the common stock in a brief period of time, or the expectation of these sales, could cause a decline in the price of our common stock.
−Removed: Additionally, low trading volumes may limit a shareholder’s ability to sell shares of our common stock.
−Removed: We may change our dividend policy at any time.
−Removed: The declaration and amount of any future dividends, including the payment of special dividends, is dependent on multiple factors, including our financial performance and capital needs, and is subject to the discretion of the Board of Directors.
−Removed: Our Board may, in its discretion, determine to cut, cancel, or eliminate our dividend and, therefore, the declaration of any dividend, at any frequency, as it is not assured.
−Removed: Each quarter, the Board considers whether the declaration of a dividend is in the best interest of our shareholders and in compliance with applicable laws and agreements.
−Removed: Although we expect to continue to pay dividends to holders of our common stock, we have no obligation to do so, and our dividend policy may change at any time without notice.
−Removed: Future dividends may also be affected by factors that our Board deems relevant, including our potential future capital requirements for investments, legal risks, changes in federal and state income tax laws, or corporate laws and contractual restrictions such as financial or operating covenants in our credit facilities.
−Removed: As a result, we may not pay dividends at the historical rate or at all.
−Removed: Our articles of incorporation and bylaws have, and under Michigan law are subject to, provisions that could deter or prevent a change of control.
−Removed: Our articles of incorporation and bylaws contain provisions that might enable our management to resist a proposed takeover of our Company.
−Removed: These provisions could discourage, delay, or prevent a change of control of our Company or an acquisition of our Company at a price that our shareholders may find attractive.
−Removed: These provisions also may discourage proxy contests and make it more difficult for our shareholders to elect directors and take other corporate actions.
−Removed: The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.
−Removed: These provisions include:
−Removed: • a requirement that special meetings of our shareholders may be called only by our Board of Directors, the Chairman of our Board of Directors, our Chief Executive Officer, or the holders of a majority of our outstanding common stock;
−Removed: • advance notice requirements for shareholder proposals and nominations;
−Removed: • the authority of our Board of Directors to issue, without shareholder approval, preferred stock with such terms as the Board of Directors may determine, including in connection with our implementation of any shareholders rights plan;
−Removed: • an exclusive forum bylaw provision requiring that any derivative action brought on behalf of the corporation, any action asserting a claim of breach of a legal or fiduciary duty and any similar claim under the Michigan Business Corporation Act or our articles of incorporation must be brought exclusively in the Circuit Court of the County of Macomb in the State of Michigan or the United States District Court for the Eastern District of Michigan, Southern Division.
−Removed: In addition, certain provisions of Michigan law that apply to us could discourage or prevent a change of control or acquisition of our Company.
−Removed: We identified a material weakness in our internal control over financial reporting that could have resulted in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations.
−Removed: As discussed in Part II, Item 9A “Management’s Report on Internal Control Over Financial Reporting” later in this report, in the fourth quarter of 2024, we identified a material weakness in our internal control over financial reporting.
−Removed: The material weakness results from errors in our financial statement preparation and the accounting for non-routine transactions that created changes within our business.
−Removed: The primary cause of the errors was the need for additional technical accounting resources to allow us to accurately record and properly present our financial statements and related disclosures.
−Removed: We plan on remediating our material weakness, but our efforts may not be successful.
−Removed: To remediate the material weakness, we plan to enhance our internal staff of accounting and financial reporting employees with employees that have the requisite technical accounting knowledge.
−Removed: We also plan to expand our use of external consulting firms to provide advisory support for technical accounting guidance.
−Removed: We further intend to design and implement controls to formalize review procedures around the financial close process with appropriate segregation of duties.
−Removed: If we are unable to remediate the material weakness in an appropriate and timely manner, or if we identify additional control deficiencies that individually or together constitute significant deficiencies or material weaknesses, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within required time periods, could be adversely affected.
−Removed: Failure to maintain effective internal control over financial reporting could result in violations of applicable securities laws and stock exchange listing requirements, subject us to litigation and investigations, negatively affect investor confidence in our financial statements, and adversely impact our stock price and ability to access capital markets.
+Added: 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.
+Added: The risks described below are not the only risks we face.
+Added: Additional risks not presently known to us or that we currently deem immaterial may also impair our business.
+Added: 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.
+Added: Risks Related to Our Industry and Operating Environment
+Added: Our business is sensitive to general economic conditions, customer demand cycles, and macroeconomic volatility.
+Added: Demand for our transportation and logistics services is highly dependent on general economic conditions and the business cycles of our customers.
+Added: 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.
+Added: These effects may be more pronounced in industries where we have meaningful customer concentration, including automotive, metals, and industrial manufacturing.
+Added: Deterioration in U.S.
+Added: 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.
+Added: We operate in a highly competitive and fragmented industry, which could limit our ability to maintain pricing, margins, or market share.
+Added: The transportation and logistics industry is intensely competitive and fragmented.
+Added: We compete with asset-based and non-asset-based carriers, integrated logistics providers, railroads, and increasingly with technology-enabled brokers and digital freight platforms.
+Added: Some competitors have greater financial resources, larger equipment fleets, broader service offerings, more advanced technology platforms, or greater economies of scale.
+Added: Competitive pressures may result in downward pricing, reduced margins, loss of customers, increased capital or technology investment requirements, or higher labor and capacity costs.
+Added: 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.
+Added: Volatility in diesel fuel prices or disruptions in fuel supply could adversely affect our operating results.
+Added: Diesel fuel represents a significant operating expense in our transportation operations.
+Added: 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.
+Added: We do not currently hedge against fuel price fluctuations.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Any such developments could materially adversely affect our operating margins, operating results, cash flows, and overall financial condition.
+Added: Driver and labor availability constraints could limit growth and increase costs.
+Added: The transportation industry continues to experience challenges in attracting and retaining qualified drivers and skilled logistics personnel.
+Added: 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.
+Added: If we are unable to attract or retain sufficient personnel, our profitability and ability to meet customer service requirements could be adversely affected.
+Added: Capital intensity and equipment cost trends may adversely affect cash flows and returns.
+Added: Our business requires significant ongoing capital investment in tractors, trailers, chassis, and other equipment.
+Added: 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.
+Added: These factors could increase depreciation expense, reduce proceeds from asset sales, and adversely affect our cash flows and financial condition.
+Added: Trade policy changes, tariffs, and geopolitical developments could adversely affect our business.
+Added: Our business depends heavily on cross-border trade between the United States, Canada, and Mexico.
+Added: Changes in trade policy, tariffs, customs regulations, or geopolitical tensions could disrupt supply chains.
+Added: Risks Related to Regulation, Legal Matters, and Compliance
+Added: We operate in a highly regulated industry, and changes in laws or regulations could increase costs or limit operations.
+Added: Our operations are subject to extensive federal, state, and international regulation, including safety, labor, environmental, customs, and transportation requirements.
+Added: Compliance with existing or future regulations may increase operating costs, restrict capacity, disrupt operations, or require additional capital expenditures.
+Added: Violations could result in fines, penalties, operational restrictions, or reputational harm.
+Added: Independent contractor classification risks could result in significant liabilities.
+Added: Federal and state authorities continue to scrutinize the classification of independent contractors in the transportation industry.
+Added: 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.
+Added: Environmental and climate-related regulations may increase costs or constrain operation s.
+Added: We are subject to environmental laws governing emissions, fuel storage, hazardous materials, and stormwater discharge.
+Added: 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.
+Added: Compliance costs or failure to meet customer sustainability expectations could adversely affect our results.
+Added: Risks Related to Our Business and Strategy
+Added: We have restated previously issued financial statements, which may adversely affect investor confidence and expose us to additional risks.
+Added: 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.
+Added: 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.
+Added: As a result, the Company restated those financial statements and recorded an additional goodwill impairment charge of approximately $43.2 million.
+Added: 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.
+Added: 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.
+Added: In addition, responding to matters arising from a restatement can require significant management time and attention and may increase professional fees and other costs.
+Added: 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.
+Added: We have identified a material weakness in our internal control over financial reporting.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Because of this material weakness, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.
+Added: 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.
+Added: 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.
+Added: Management continues to evaluate the effectiveness of these remediation measures and may determine that additional steps are necessary to address the material weakness.
+Added: 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.
+Added: 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.
+Added: As our operations grow and change, there can be no assurance that additional deficiencies or material weaknesses will not be identified in the future.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: We carry goodwill and other intangible assets on our consolidated balance sheet as a result of prior acquisitions.
+Added: 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.
+Added: We also evaluate long-lived tangible and intangible assets for impairment when triggering events occur.
+Added: 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.
+Added: As a result of these impairment charges, no goodwill remains attributable to the intermodal reporting unit.
+Added: 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.
+Added: 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.
+Added: Our remaining reporting units continue to include goodwill and other intangible assets that are subject to impairment testing.
+Added: 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.
+Added: 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.
+Added: Cybersecurity incidents or technology failures could disrupt operations and harm our business.
+Added: Our operations depend on the availability, reliability, and security of information technology systems, including transportation management, warehouse management, dispatch, billing, and customer-facing platforms.
+Added: We operate in a heightened cybersecurity risk environment and have experienced operational and technology-related challenges from time to time.
+Added: 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.
+Added: 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.
+Added: Our disclosure controls and procedures and internal control over financial reporting may not continue to be effective as our business evolves.
+Added: Disclosure controls and procedures and internal control over financial reporting are subject to inherent limitations and require ongoing monitoring and refinement.
+Added: 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.
+Added: 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.
+Added: Insurance, claims exposure, and “nuclear verdict” trends could materially increase costs.
+Added: The transportation industry has experienced increased claim severity and large jury verdicts.
+Added: Rising insurance premiums, higher self-insurance retention levels, or uninsured losses could materially and adversely affect our earnings, liquidity, and cash flows.
+Added: Customer concentration, particularly in the automotive industry, exposes us to demand volatility.
+Added: A significant portion of our revenues is derived from a limited number of customers and industries.
+Added: 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.
+Added: The loss of, or reduced demand from, any significant customer could materially adversely affect our business.
+Added: Labor disputes involving our employees or our customers could disrupt operations.
+Added: Many of our customers and a significant portion of our workforce are subject to collective bargaining agreements.
+Added: Labor disputes, strikes, or work stoppages involving our employees, customers, or suppliers could disrupt operations, reduce volumes, or increase costs.
+Added: We may not successfully integrate acquired businesses or realize expected benefits.
+Added: Acquisitions are an element of our growth strategy.
+Added: Integration efforts may involve operational, technological, or cultural challenges and may divert management attention.
+Added: We may not realize anticipated benefits, synergies, or performance improvements, and integration issues could adversely affect results.
+Added: 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.
+Added: Our business depends on the efficient movement of freight through domestic and international supply chains.
+Added: 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.
+Added: In particular, geopolitical tensions or military conflicts affecting major maritime trade routes or energy transit corridors could disrupt global commerce and energy markets.
+Added: 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.
+Added: 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.
+Added: In addition, geopolitical instability may contribute to broader economic uncertainty, reduced industrial production, lower consumer demand, and decreased freight volumes across transportation markets.
+Added: 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.
+Added: Risks Related to Our Indebtedness and Liquidity
+Added: Our substantial indebtedness and the financial covenants in our credit facilities require ongoing monitoring and may limit our financial and operational flexibility.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: A sustained decline in EBITDA, unexpected operating disruptions, higher interest expense, or adverse changes in working capital could reduce covenant headroom and constrain liquidity.
+Added: 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.
+Added: In such circumstances, lenders could restrict our access to borrowing capacity, increase pricing, impose additional conditions, or accelerate repayment obligations.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Risks Related to Our Common Stock and Corporate Governance
+Added: Our controlling stockholders have substantial influence over corporate actions.
+Added: Family trusts that collectively own a majority of our outstanding common stock hold a majority of our voting power.
+Added: Under the governance arrangements of those trusts, a special trustee exercises voting authority with respect to the shares held by the trusts.
+Added: Moroun, as trustee of the family trusts, holds the power to appoint and remove the special trustee.
+Added: 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.
+Added: 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.
+Added: Because we are a “controlled company” under Nasdaq rules, stockholders may have reduced governance protections.
+Added: 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.
+Added: As a result, stockholders may not have the same protections as stockholders of companies subject to all Nasdaq governance standards.
+Added: Nevada law and our governing documents provide stockholders with fewer protections than Michigan law .
+Added: 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.
+Added: These differences may discourage certain lawsuits and may limit stockholders’ ability to obtain relief against directors and officers.
+Added: Nevada law and our governing documents may deter change-of-control transactions.
+Added: 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.
+Added: Limited trading liquidity and dividend discretion may affect stockholder returns.
+Added: Our common stock has relatively limited trading volume, which may increase price volatility and limit liquidity.
+Added: In addition, dividends are declared at the discretion of our Board of Directors and may be reduced or eliminated at any time.
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.