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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-03-17 · 551 added, 567 removed, 1137 unchanged (50% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K.

This discussion contains forward-looking statements that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under Item 1A, “Risk Factors.”

As previously disclosed in the Company’s Current Report on Form 8-K filed on March 9, 2026 and reflected in Amendment No.

1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025, the Company restated its condensed consolidated financial statements for that quarter to correct an error in the goodwill impairment analysis for the intermodal reporting unit.

Unless otherwise indicated, the discussion below reflects the corrected financial information.

Universal Logistics Holdings, Inc.

is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia.

is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the United States and in Mexico and Canada.

Our operating subsidiaries provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their global supply chains more efficiently.

We market our services through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through company-managed facilities, and through a contract network of agents who solicit freight business directly from shippers.

We operate, manage or provide services at 142 logistics locations in the United States, Mexico, Canada and Colombia and through our network of agents and owner-operators located throughout the United States and in Ontario, Canada.

Fifty-four of our value-added service operations are located inside customer plants or distribution operations;

the other facilities are generally located close to our customers’ plants to optimize the efficiency of their component supply chains and production processes.

Our facilities and services are often directly integrated into the production processes of our customers and represent a critical part of their supply chains.

To support our flexible business model, we generally coordinate the duration of real estate leases associated with our value-added services with the end date of the related customer contract associated with such facility, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs.

We offer our customers a wide range of transportation services by utilizing a diverse fleet of tractors and trailing equipment provided by us, our owner-operators and third-party transportation companies.

Our owner-operators provided us with 1,598 tractors and 709 trailers.

We own 3,340 tractors, 5,051 trailers, 3,354 chassis and 107 containers.

Our agents and owner-operators are independent contractors who earn a fixed commission calculated as a percentage of the revenue or gross profit they generate for us and who bring an entrepreneurial spirit to our business.

Our transportation services are provided through a network of both union and non-union employee drivers, owner-operators, contract drivers, and third-party transportation companies.

As of December 31, 2024, we employed 10,821 people in the United States, Mexico, Canada, and Colombia, including 4,929 employees subject to collective bargaining agreements.

We also engaged contract staffing vendors to supply an average of 88 additional personnel on a full-time-equivalent basis.

Our use of agents and owner-operators allows us to maintain both a highly flexible cost structure and a scalable business operation, while reducing investment requirements.

These benefits are passed on to our customers in the form of cost savings and increased operating efficiency, while enhancing our cash generation and the returns on our invested capital and assets.

We believe that our flexible business model also offers us substantial opportunities to grow through a mixture of organic growth and acquisitions.

We intend to continue our organic growth by recruiting new agents and owner-operators, expanding into new industry verticals and targeting further penetration of our key customers.

We believe our integrated suite of transportation and logistics services, our network of facilities in the United States, Mexico, Canada, and Colombia, our long-term customer relationships and our reputation for operational excellence will allow us to capitalize on these growth opportunities.

We also expect to continue to make strategic acquisitions of companies that complement our business model, as well as companies that derive a portion of their revenues from asset based operations.

We report our financial results in three distinct reportable segments, contract logistics, intermodal, and trucking.

Operations aggregated in our contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to industrial customers and major retailers on a contractual basis, generally pursuant to terms of one year or longer.

Our intermodal segment is associated with local and regional drayage moves predominately coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers).

Operations included in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.

Current Economic Conditions

As a leading provider of customized freight transportation and logistics solutions, our business can be impacted to varying degrees by factors beyond our control.

The COVID-19 virus that emerged in 2020 affected economic activity broadly and customer sectors served by our industry.

Labor and equipment shortages continue to present challenges to many transportation-related industries.

Disruptions in supply chains for industrial materials and supplies have impacted some of the end-market activities that create demand for our services, and a significant labor dispute involving one or more of our customers could reduce our revenues and harm our profitability.

We cannot predict how long these dynamics will last, or whether future challenges, if any, will adversely affect our results of operations.

Additionally, economic inflation can have a negative impact on our operating costs, and any economic recession could depress activity levels and adversely affect our results of operations.

A prolonged period of inflationary pressures could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase.

If the Company is unable to offset rising costs through corresponding customer rate increases, such increases could adversely affect our results of operations.

However, the pricing environment generally becomes more competitive during economic downturns, which may, as it has in the past, affect our ability to obtain price increases from customers both during and following such periods.

Also, an economic recession could depress customer demand for transportation services.

We market our services through (i) a direct sales and marketing organization focused on large customers in specific industry sectors, (ii) company-managed facilities, and (iii) a contract network of agents who solicit freight business directly from shippers.

We operate, manage or provide services at 126 logistics locations in the United States, Mexico and Canada and through our network of agents and owner-operators located throughout the United States and in Ontario, Canada.

Fifty of our value-added service operations are located inside customer plants or distribution operations;

the remaining facilities are generally located near customer facilities to optimize the efficiency of component supply chains and production processes.

Our facilities and services are often directly integrated into customers’ production processes and represent a critical part of their supply chains.

To support our flexible operating model, we generally coordinate the duration of real estate leases associated with value-added programs with the term of the related customer contract, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs.

We offer a broad range of transportation services using a diverse fleet of tractors and trailing equipment provided by us, our owner-operators and third-party transportation companies.

As of December 31, 2025, our owner-operators provided approximately 1,128 tractors and 471 trailers.

We owned or leased approximately 3,199 tractors, 4,793 trailers, 3,570 chassis and 94 containers.

Our agents and owner-operators are independent contractors who generally earn a commission calculated as a percentage of revenue or gross profit generated, and bring an entrepreneurial approach to growing and servicing customer relationships.

Our transportation services are provided through a mix of union and non-union employee drivers, owner-operators, contract drivers, and third-party capacity providers.

As of December 31, 2025, we employed approximately 10,525 people in the United States, Mexico and Canada, including approximately 3,880 employees subject to collective bargaining agreements.

During 2025, we also engaged contract staffing vendors to supply an average of 46 additional personnel on a full-time-equivalent basis.

Our use of agents and owner-operators supports a flexible cost structure and scalable operating model while reducing investment requirements.

We believe these benefits are passed on to customers through cost savings and operating efficiency, while also supporting cash generation and returns on invested capital.

We believe our business model also provides opportunities to grow through a combination of organic initiatives and acquisitions.

Organic growth opportunities include recruiting additional agents and owner-operators, expanding into new and adjacent vertical markets, and increasing penetration with key customers.

We also evaluate strategic acquisitions that complement our service offerings, expand our geographic footprint, diversify our customer base, and/or add capabilities that strengthen the resilience of our network.

We report our financial results in three reportable segments:

contract logistics, intermodal, and trucking.

Our contract logistics segment delivers value-added and/or dedicated transportation services to support inbound logistics to industrial customers and major retailers on a contractual basis, generally under terms of one year or longer.

Our intermodal segment includes local and regional drayage moves predominantly coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers.

Our trucking segment is associated with transactional freight movements coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.

Current Economic Conditions and Trends

Our results are affected by macroeconomic and industry conditions, including industrial production levels, customer inventory and production strategies, transportation capacity, and pricing dynamics across the freight market.

Inflationary pressures and elevated interest rates can negatively affect operating costs and demand levels, and a recessionary environment could depress activity levels and intensify pricing competition.

Labor availability and wage pressure, equipment availability, and supply chain disruptions can also affect our operating efficiency and cost structure.

In addition, we are exposed to customer and industry-specific cycles, including fluctuations in North American automotive production volumes.

A significant labor disruption involving one or more customers, or a disruption in critical supplier networks, can reduce volumes and negatively affect profitability in certain contract logistics and dedicated transportation operations.

We continue to monitor these conditions and adjust pricing, staffing levels, purchased transportation utilization, and capital deployment as appropriate.

A key challenge in recent periods has been weaker demand and pricing pressure in certain transactional transportation markets, including intermodal drayage, coupled with the fixed-cost intensity of certain operations.

These dynamics contributed to the impairment charges recorded during the third quarter of 2025 (discussed below), and remain important factors in evaluating segment performance, capital allocation and liquidity planning.

Impairment Charges

During the third quarter of 2025, after completing our annual goodwill impairment testing earlier in the year with no impairment noted, we identified triggering events within our intermodal reporting unit.

In accordance with ASC 350 and ASC 360, we evaluated certain indefinite-lived and long-lived tangible and intangible assets for impairment and determined that impairment was present.

As a result, during the thirteen weeks ended September 27, 2025, we recognized impairment charges totaling $124.4 million, consisting of a $101.1 million goodwill impairment charge and $23.3 million of impairment charges related to certain customer-relationship intangible assets.

The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with that segment, and a higher discount rate reflecting company-specific risk.

These charges are non-cash and did not affect covenant compliance;

however, they reduced reported earnings for the period and reflect management’s updated expectations for the intermodal reporting unit.

As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025.

The Company previously reported this matter in a Current Report on Form 8-K filed on March 9, 2026 under Item 4.02(a) (Non-Reliance on Previously Issued Financial Statements), and subsequently restated its condensed consolidated financial statements for the quarter ended September 27, 2025 in Amendment No.

1 to its Quarterly Report on Form 10-Q.

See Item 8, Note 1 to the Consolidated Financial Statements.

The restatement related solely to the goodwill impairment analysis for the intermodal reporting unit as of September 27, 2025 and did not require restatement of previously issued financial statements for any other periods.

During the third quarter of 2024, the Company recorded aggregate impairment charges totaling $3.7 million within our former company-managed brokerage reporting segment in connection with the closure of those operations.

Factors Affecting Our Revenues

Operating Revenues .

We generate substantially all of our revenues through fees charged to customers for the transportation of freight and for the customized logistics services we provide.

We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, equipment detention, container management and storage and other related services.

Operations in our intermodal and trucking segments are associated with individual freight shipments coordinated by our agents and company-managed terminals.

In contrast, our contract logistics segment delivers value-added services and/or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer.

Our segments are further distinguished by the amount of forward visibility we have into pricing and volumes, and also by the extent to which we dedicate resources and company-owned equipment.

Our truckload, intermodal and brokerage revenues are primarily influenced by fluctuations in freight volumes and shipping rates.

The main factors that affect these are competition, available truck capacity, and economic market conditions.

Our value-added and dedicated transportation business is substantially driven by the level of demand for outsourced logistics services.

Major factors that affect our revenues include changes in manufacturing supply chain requirements, production levels in specific industries, pricing trends due to levels of competition and resource costs in logistics and transportation, and economic market conditions.

We recognize revenue as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services.

For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed.

For the Company’s value-added service businesses, we have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided.

For additional information on revenue recognition, see Item 8, Note 3 to the Consolidated Financial Statements.

We generate substantially all of our revenues from fees charged to customers for transporting freight and providing customized logistics services.

We also earn revenues from fuel surcharges (where separately identifiable), loading and unloading activities, equipment detention, container management, storage, and other accessorial services.

Transactional transportation revenues (including truckload, brokerage, and intermodal) are primarily influenced by freight volumes and shipping rates, which are affected by competition, available capacity, and overall economic conditions.

Value-added and dedicated transportation revenues are driven by the level of demand for outsourced logistics services and customer production levels, and are influenced by changes in supply chain requirements, pricing trends, labor availability, and the cost environment.

Revenue Recognition .

We recognize revenue when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to receive in exchange for our services.

For transportation services (including truckload, brokerage, intermodal and dedicated), revenue is generally recognized over time as performance obligations are completed.

For value-added services, we generally apply the “right to invoice” practical expedient because the customer simultaneously receives and consumes the benefits of the services as provided.

For additional information, see Item 8, Note 3 to the Consolidated Financial Statements.

Factors Affecting Our Expenses

Purchased transportation and equipment rent .

Purchased transportation and equipment rent represents the amounts we pay to our owner-operators or other third party equipment providers to haul freight and, to the extent required to deliver certain logistics services, the cost of equipment leased under short-term contracts from third parties.

The amount of the purchased transportation we pay to our owner-operators is primarily based on contractually agreed-upon rates for each load hauled, net of any rental income we receive by leasing our trailers to owner-operators.

The expense also includes the amount of fuel surcharges, where separately identifiable, that we receive from our customers and pass through to our owner-operators.

Our strategy is to maintain a highly flexible business model that employs a cost structure that is mostly variable in nature.

As a result, purchased transportation and equipment rent is the largest component of our costs and increases or decreases proportionately with changes in the amount of revenue generated by our owner-operators and other third party providers and with the production volumes of our customers.

We recognize purchased transportation and equipment rent as the services are provided.

Purchased transportation and equipment rent represents amounts paid to owner-operators and other third-party capacity providers to haul freight, and the cost of short-term leased equipment used in certain services.

This is generally our largest cost component and tends to vary with transactional transportation volumes and revenues.

Direct personnel and related benefits .

Direct personnel and related benefits include the salaries, wages and fringe benefits of our employees, as well as costs related to contract labor utilized in selling and operating activities.

These costs are a significant component of our cost structure and increase or decrease proportionately with the expansion, addition or closing of operating facilities.

As of December 31, 2024, approximately 46% of our employees were subject to collective bargaining agreements.

Any changes in union agreements will affect our personnel and related benefits cost.

The operations in the United States and Canada that are subject to collective bargaining agreements have separate, individualized agreements with several different unions that represent employees in these operations.

While there are some facilities with multiple unions, each collective bargaining agreement with each union covers a single facility for that union.

Such agreements have expiration dates that are generally independent of other collective bargaining agreements and include economics and operating terms tailored to the specific operational requirements of a customer.

Our operation in Mexico provides competitive compensation within the Mexican statutory framework for managerial and supervisory personnel.

Direct personnel and related benefits include salaries, wages and fringe benefits for employees, and contract labor costs used in selling and operating activities.

These costs are influenced by staffing levels required to support contract logistics programs and transportation operations with employee drivers, as well as union wage and benefit provisions at certain facilities.

Operating supplies and expenses .

These expenses include items such as fuel, tires and parts repair items primarily related to the maintenance of company owned and leased tractors, trailers and lift equipment, as well as licenses, dock supplies, communication, utilities, operating taxes and other general operating expenses.

Because we maintain a flexible business model, our operating expenses generally relate to equipment utilization, fluctuations in customer demand and the related impact on our operating capacity.

Our transportation services provided by company owned equipment depend on the availability and pricing of diesel fuel.

Although we often include fuel surcharges in our billing to customers to offset increases in fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices.

We recognize these expenses as they are incurred and the related income as it is earned.

Operating supplies and expenses include fuel, tires, parts and maintenance items for company-owned and leased equipment, licenses, dock supplies, communications, utilities, operating taxes and other operating expenses.

These costs generally correlate with equipment utilization and customer demand and can also be impacted by fuel price volatility and inflationary pressures.

Commission expense .

Commission expense represents the amount we pay our agents for generating shipments on our behalf.

The commissions we pay to our agents are generally established through informal oral agreements and are based on a percentage of revenue or gross profit generated by each load hauled.

Traditionally, commission expense increases or decreases in proportion to the revenues generated through our agents.

We recognize commission expense at the time we recognize the associated revenue.

Commission expense represents amounts paid to agents for generating shipments.

Commissions generally fluctuate with revenue generated through our agent network.

Occupancy expense .

Occupancy expense includes all costs related to the lease and tenancy of terminals and operating facilities, except utilities, unless such costs are otherwise covered by our customers.

Although occupancy expense is generally related to fluctuations in overall customer demand, our contracting and pricing strategies help mitigate the cost impact of changing production volumes.

To minimize potential exposure to inactive or underutilized facilities that are dedicated to a single customer, we strive where possible to enter into lease agreements that are coterminous with individual customer contracts, and we seek contract pricing terms that recover fixed occupancy costs, regardless of production volume.

Occupancy expense may also include certain lease termination and related occupancy costs that are accelerated for accounting purposes into the fiscal year in which such a decision was implemented.

Occupancy expense includes costs related to leased terminals and operating facilities (excluding utilities unless covered in lease arrangements).

We seek to align lease terms with customer contract duration and/or recover fixed occupancy costs in pricing to mitigate exposure.

General and administrative expense .

General and administrative expense includes the salaries, wages and benefits of administrative personnel, related support costs, taxes (other than income and property taxes), adjustments due to foreign currency transactions, bad debt expense, and other general expenses, including gains or losses on the sale or disposal of assets.

These expenses are generally not directly related to levels of operating activity and may contain other expenses related to general business operations.

We recognize general and administrative expense when it is incurred.

General and administrative expense includes compensation and benefits for administrative personnel, related support costs, certain taxes, foreign currency transaction adjustments, bad debt expense, and other general expenses.

Insurance and claims .

Insurance and claims expense represents our insurance premiums and the accruals we make for claims within our self-insured retention amounts.

Our insurance premiums are generally calculated based on a mixture of a percentage of line-haul revenue and the size of our fleet.

Our accruals have primarily related to cargo and property damage claims.

We may also make accruals for personal injuries and property damage to third parties, physical damage to our equipment, general liability and workers' compensation claims if we experience a claim in excess of our insurance coverage.

To reduce our exposure to non-trucking use liability claims (claims incurred while the 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.

Our exposure to liability associated with accidents incurred by other third party providers who haul freight on our behalf is reduced by various factors including the extent to which they maintain their own insurance coverage.

Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, our coverage limits and our self-insured retention amounts.

Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts.

These costs are affected by claims frequency and severity, insurance market conditions, coverage limits, and retention levels.

Depreciation and amortization .

Depreciation and amortization expense relates primarily to the depreciation of owned tractors, trailers, computer and operating equipment, and buildings as well as the amortization of the intangible assets recorded for our acquired customer contracts and customer and agent relationships.

We estimate the salvage value and useful lives of depreciable assets based on current market conditions and experience with past dispositions.

Operating Revenues

For financial reporting, we broadly group our services into the following categories:

truckload services, brokerage services, intermodal services, dedicated services and value-added services.

Our truckload, brokerage and intermodal services are associated with individual freight shipments coordinated by our agents and company-managed terminals, while our dedicated and value-added services are provided to specific customers on a contractual basis, generally pursuant to contract terms of one year or longer.

Depreciation and amortization includes depreciation of owned equipment and facilities and amortization of certain intangible assets related to acquisitions.

Useful lives and salvage values are estimated based on market conditions and experience.

Operating Revenues by Service Category

For financial reporting, we broadly group our services into truckload services, brokerage services, intermodal services, dedicated services and value-added services.

Transactional services are generally associated with individual freight shipments, while dedicated and value-added services are provided to specific customers on a contractual basis, generally under terms of one year or longer.

The following table sets forth operating revenues resulting from each of these service categories for the years ended December 31, 2025, 2024, and 2023, presented as a percentage of total operating revenues:

24 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

Interest (expense), net

Other non-operating income

Income before income taxes

Income tax expense

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Operating revenues .

The overall increase in operating revenues was primarily due to an increase in our contract logistics segment revenues.

This increase was partially offset by decreases in our transactional transportation-related services.

Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec.

Operating revenues included separately-identified fuel surcharges of $97.1 million in the year ended December 31, 2024, compared to $118.3 million in the year ended December 31, 2023.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024, compared to $58.1 million one year earlier.

Operating revenues for the year ended December 31, 2025 were $1,558.4 million, compared to $1,846.0 million in 2024, a decrease of $287.6 million, or 15.6%.

The decrease in operating revenues was primarily attributable to a decrease in our contract logistics segment, including decreases in value-added and dedicated programs.

This was primarily attributable to the completion of a specialty development program in Stanton, TN in 2024 and decreases in customer production levels.

We also experienced decreases in intermodal revenues reflecting continued demand softness and competitive market conditions;

and decreases in trucking and brokerage activity.

Purchased transportation and equipment rent .

Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers.

These fluctuations are generally correlated with changes in demand for transactional transportation-related services.

The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services.

In the year ended December 31, 2024, transactional transportation-related service revenues decreased 14.0% compared to the prior year.

Purchased transportation and equipment rent generally increases or decreases in proportion to revenues generated through owner-operators and other third-party capacity providers.

During 2025, purchased transportation and equipment rent was $310.4 million, compared to $482.9 million in 2024.

The change primarily reflected decreases in transactional transportation-related services.

Direct personnel and related benefits .

Trends in direct personnel and benefit costs are generally correlated with changes in operating facilities and headcount requirements and, therefore, fluctuate correspondingly with the level of demand for our staffing needs in our contract logistics segment, which includes value-added services and dedicated transportation, as well as the use of employee drivers in certain of our intermodal operations.

The increase in the year ended December 31, 2024, was due to an increase in headcount in our contract logistics businesses primarily due to the acquisition of Parsec.

While generalizations about the impact of personnel and related benefits costs are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain target economics based on near-term projections of demand for our services.

Direct personnel and related benefits include salaries, wages, fringe benefits and contract labor costs.

Direct personnel and related benefits for 2025 were $685.5 million, compared to $583.3 million in 2024.

The change was primarily attributable to increases in staffing levels supporting contract logistics programs, wage and benefit inflation, and labor utilization adjustments in response to customer demand, operating conditions and mix in program requirements.

Operating supplies and expenses .

Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand.

The main element driving the change was an increase in the expenses incurred in connection with the previously announced contract logistics specialty development project.

Operating supplies and expenses include fuel, maintenance, cost of materials, communications, utilities and other operating expenses.

Operating supplies and expenses for 2025 were $205.4 million, compared to $293.9 million in 2024.

The main element driving the decrease was higher expenses incurred in 2024 in connection with the contract logistics specialty development program, which was completed in 2024.

Commission expense .

Commission expense decreased due to decreased revenue in our agency-based truckload business.

Commission expense represents amounts paid to agents for generating shipments and generally fluctuates with revenue generated through our agent network.

Commission expense for 2025 was $17.1 million, compared to $27.3 million in 2024, reflecting decreases in agent-sourced transactional volumes.

Occupancy expense .

The decrease in occupancy expense was attributable to a decrease in building rents.

This was partially offset by an increase in property taxes.

General and administrative .

The increase in general and administrative expense was primarily due to an increase in salaries, wages, benefits and bonuses.

Occupancy expense includes costs related to leased terminals and operating facilities.

Occupancy expense for 2025 was $49.4 million, compared to $44.2 million in 2024.

The change primarily reflected an increase in building rents as well as additional properties.

General and administrative expense .

General and administrative expense for 2025 was $54.2 million, compared to $57.0 million in 2024, primarily due to decreases in compensation, incentive accruals, and professional and administrative support costs.

Insurance and claims .

The decrease in insurance and claims expense was primarily due to a decrease in auto liability claims expense.

Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts.

Insurance and claims expense for 2025 was $30.1 million, compared to $26.4 million in 2024, reflecting increases in insurance premiums.

Depreciation and amortization .

The increase in depreciation and amortization expense resulted from a $38.3 million increase in depreciation expense and an $8.8 million increase in amortization expense.

During the first half 2024, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $11.3 million during the period.

Depreciation and amortization expense for 2025 was $146.2 million, compared to $124.2 million in 2024.

The change was primarily attributable to incremental fixed asset additions, including Parsec.

This was partially offset by a $4.8 million decrease in amortization.

Impairment expense .

The increase in impairment expense primarily relates to the goodwill impairment charges resulting from the closure of our company-managed brokerage operations.

During 2025, we recorded non-cash impairment charges within the intermodal reporting segment totaling $124.4 million.

These charges consisted of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets.

The impairment reflected reduced demand forecasts, margin pressure associated with the fixed-cost structure of the intermodal segment, and an increase in the discount rate reflecting company-specific risk.

As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025.

The impairment charges of $124.4 million recorded during 2025 compare to charges of $3.7 million recorded during 2024 relating to our now-closed company-managed brokerage operation.

Income (loss) from operations .

During 2025, we incurred an operating loss of $(64.3) million, compared to income from operations of $203.1 million in 2024.

Operating margin was (4.1%) in 2025, compared to 11.0% in 2024, reflecting the combined impacts of changes in revenue mix, pricing and utilization dynamics in transactional transportation markets, labor and operating cost trends, and the impairment charges recorded during 2025.

Interest expense, net .

The increase in net interest expense reflects an increase in our outstanding borrowings.

As of December 31, 2024, our outstanding borrowings were $762.6 million compared to $386.4 million at December 31, 2023.

Other non-operating income .

Other non-operating income decreased by $0.8 million in the year ended December 31, 2024 and included $0.8 million of pre-tax holding gain on marketable securities due to changes in fair value recognized in income.

Income tax expense .

Our effective income tax rate was 25.2% in year ended December 31, 2024, compared to 25.3% in the year ended December 31, 2023.

The increase in income taxes is primarily the result of an increase in taxable income.

Net interest expense for 2025 was $37.8 million, compared to $30.2 million in 2024.

The increase reflected increases in average outstanding borrowings during the year.

Income tax expense (benefit) .

Income before income taxes for 2025 was $(100.0) million, compared to $173.7 million in 2024.

Net income for 2025 was $(99.9) million, compared to $129.9 million in 2024.

The decrease in income taxes is primarily the result of a decrease in taxable income.

The decrease in our effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions and the impairment of goodwill.

2024 Compared to 2023

12 unchanged sentences

Depreciation and amortization

Impairment expense

Total operating expenses

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Operating revenues .

The decrease in operating revenues was primarily due to decreased rates and volumes in our transactional transportation-related services, which includes truckload, brokerage, and intermodal services.

Operating revenues included separately identified fuel surcharges of $118.3 million in 2023, compared to $168.6 million in 2022.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $58.1 million during 2023 compared to $123.6 million one year earlier.

The overall increase in operating revenues was primarily due to an increase in our contract logistics segment revenues.

This increase was partially offset by decreases in our transactional transportation-related services.

Operating revenues included separately-identified fuel surcharges of $97.1 million in the year ended December 31, 2024, compared to $118.3 million in the year ended December 31, 2023.

Purchased transportation and equipment rent .

2 unchanged sentences

The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services.

In 2023, transactional transportation-related service revenues decreased 30.1% compared to the prior year.

In the year ended December 31, 2024, transactional transportation-related service revenues decreased 14.0% compared to the prior year.

Direct personnel and related benefits .

The increase was due to the launch of new business wins and robust volumes experienced at our contract logistics operations during 2023.

The increase in the year ended December 31, 2024, was due to an increase in headcount in our contract logistics businesses primarily due to the acquisition of Parsec.

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The main element driving the change was a decrease in other operating expenses including professional fees and bad debt expense.

This was partially offset by an increase in vehicle and other maintenance.

The main element driving the change was an increase in the expenses incurred in connection with the previously announced contract logistics specialty development project.

Commission expense .

Commission expense decreased due to decreased revenue in our agency-based truckload business and decreased revenue from our intermodal agents.

Commission expense decreased due to decreased revenue in our agency-based truckload business.

Occupancy expense .

The increase in occupancy expense was attributable to an increase in building rents and property taxes.

The decrease in occupancy expense was attributable to a decrease in building rents.

This was partially offset by an increase in property taxes.

General and administrative .

The increase in general and administrative expense was primarily due to an increase in salaries and wages as well as professional fees.

The increase in general and administrative expense was primarily due to an increase in salaries, wages, benefits and bonuses.

Insurance and claims .

The increase in insurance and claims expense was primarily due to a decrease in owner operator insurance deductions primarily related to the conversion of drivers in California to employees and an increase in auto liability insurance and claims expense.

This was partially offset by a decrease in cargo claims.

2022 also included a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims.

The decrease in insurance and claims expense was primarily due to a decrease in auto liability claims expense.

Depreciation and amortization .

The increase in depreciation and amortization expense resulted from a $2.1 million increase in depreciation expense and was partially offset by a $1.7 million decrease in amortization expense.

During 2022, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million in 2022.

The increase in depreciation and amortization expense resulted from a $38.3 million increase in depreciation expense and an $8.8 million increase in amortization expense.

Impairment expense .

The increase in impairment expense primarily relates to the goodwill impairment charges resulting from the closure of our company-managed brokerage operations.

Interest expense, net .

The increase in net interest expense reflects an increase in our outstanding borrowings as well as an increase in interest rates on our outstanding borrowings.

The increase in net interest expense reflects an increase in our outstanding borrowings.

As of December 31, 2024, our outstanding borrowings were $762.6 million compared to $386.4 million at December 31, 2023.

Other non-operating income (expense) .

Other non-operating income increased by $0.5 million in 2023 and included $0.2 million in realized gain on sales of marketable securities during the year.

Other non-operating income .

Income tax expense .

Our effective income tax rate was 25.3% in 2023 compared to 25.2% in 2022.

The decrease in income taxes was primarily the result of a decrease in taxable income.

Our effective income tax rate was 25.2% in year ended December 31, 2024, compared to 25.3% in the year ended December 31, 2023.

The increase in income taxes is primarily the result of an increase in taxable income.

Segment Financial Results

We report our financial results in three distinct reportable segments:

contract logistics, intermodal, and trucking, which are based primarily on the services each segment provides.

This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.

The following tables summarize information about our reportable segments for the years ended December 31, 2024, 2023 and 2022 (in thousands):

We report our financial results in three reportable segments:

contract logistics, intermodal, and trucking.

This presentation reflects the manner in which management evaluates performance and allocates resources.

The following tables summarize operating revenues and income from operations by segment for the years ended December 31, 2025, 2024 and 2023(in thousands):

Operating Revenues

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Contract logistics

Total income from operations

Total income (loss) from operations

2025 Compared to 2024

Contract Logistics

Operating revenues .

Operating revenues in the contract logistics segment were $1,049.5 million for the year ended December 31, 2025, compared to $1,129.7 million in 2024.

The decrease was attributable to revenue in the same period last year from our specialty development project in Stanton, TN, which was completed in 2024.

This was partially offset by additional revenues from the acquisition of Parsec.

Revenue trends also reflected a decrease in value added programs.

Income from operations.

Income from operations for the contract logistics segment was $82.5 million in 2025, compared to $219.1 million in 2024.

Operating margin was 7.9% in 2025, compared to 19.4% in 2024.

The change in operating income and margin primarily reflected decreased operating leverage on changes in revenue, changes in labor and occupancy cost management, and decreases in customer activity levels during the period.

Operating revenues.

Operating revenues in the intermodal segment were $257.0 million for the year ended December 31, 2025, compared to $308.7 million in 2024.

The change was primarily driven by decreases in load volumes, pricing pressure in a competitive market environment, and decreases in fuel surcharge revenues.

Income from operations.

Income from operations for the intermodal segment was $(162.1) million in 2025, compared to $(27.7) million in 2024.

Results for 2025 reflected decreases in demand and pricing, equipment and labor utilization, and the impact of fixed operating costs relative to volume levels.

In addition, during the third quarter of 2025, we recorded non-cash impairment charges totaling $124.4 million within the intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets.

These impairment charges significantly reduced reported operating results for the segment but did not affect cash flows or covenant compliance.

Excluding the impairment charge, operating results for the intermodal segment reflected continued softness in transactional freight volumes and pricing pressures in the intermodal market.

Operating revenues .

Operating revenues in the trucking segment were $251.4 million for the year ended December 31, 2025, compared to $332.0 million in 2024.

The change was primarily attributable to decreases in load volumes.

Income from operations.

Income from operations for the trucking segment was $13.9 million in 2025, compared to $21.0 million in 2024.

Operating margin was 5.5% in 2025, compared to 6.3% in 2024.

The change in operating income and margin primarily reflected decreased operating leverage on changes in revenue.

2024 Compared to 2023

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 36.2%.

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As a percentage of revenue, operating margin in the trucking segment for the year ended December 31, 2024, was 6.3% compared to 5.2% during the same period last year.

2023 Compared to 2022

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 0.7%.

At the end of 2023, we managed 71 value-added programs compared to 63 at the end of 2022.

Included in our contract logistics segment revenues for 2023 were $36.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $41.7 million last year.

Income from operations increased $9.3 million and operating margin, as a percentage of revenue was 15.4% for 2023, compared to 14.4% last year.

Operating revenues in the intermodal segment decreased 36.7% primarily due to decreases in the average revenue per load, excluding fuel surcharges and in the number of loads hauled.

Included in intermodal segment revenues for 2023 were $56.5 million in separately identified fuel surcharges, compared to $92.3 million last year.

Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $58.1 million during 2023 compared to $123.6 million one year earlier.

The average operating revenue per load, excluding fuel surcharges, decreased 19.8% and load volumes fell an additional 14.3% on a year-over-year basis.

As a percentage of revenue, operating margin in the intermodal segment for 2023 was 0.3%, compared to 14.1% one year earlier.

In the trucking segment, operating revenues decreased 15.1% primarily due to decreases in the average revenue per load, excluding fuel surcharges and in the number of loads hauled.

Trucking segment revenues included $124.3 million of brokerage services compared to $168.3 million during the same period last year.

Also included in our trucking segment revenues were $25.5 million in separately identified fuel surcharges during 2023 compared to $34.7 million in fuel surcharges last year.

On a year-over-year basis, the average operating revenue per load, excluding fuel surcharges, decreased 3.8% while load volumes declined 10.9%.

As a percentage of revenue, operating margin in the trucking segment for 2023 was 5.2% compared to 7.0% last year.

Liquidity and Capital Resources

Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service requirements.

Additionally, we may use cash for acquisitions and other investment and financing activities.

Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses.

Our capital expenditures consist primarily of transportation equipment, investments in support of our value-added service operations and the expansion of our terminal network.

Historically, our primary source of liquidity has been cash flow from operations.

In addition, we have a $400 million revolving credit facility maturing in September 30, 2027, and we may increase the available capacity by $200 million upon our request.

At December 31, 2024, $89.1 million was available for borrowing.

Our UACL subsidiaries have credit facility maturing in September 30, 2027, which includes a $10 million revolver.

At December 31, 2024, $10.0 million was available for borrowing.

We also finance the purchase of transportation equipment with equipment notes.

The notes are secured by liens on specific vehicles and are generally payable in 60 monthly installments.

We also have a $165.4 million term loan facility that matures in April 2032, and it is secured by first-priority mortgages on specific parcels of owned real estate.

We also maintain a short-term line of credit secured by our portfolio of marketable securities.

We did not have any amounts advanced against the line as of December 31, 2024, and the maximum available borrowings were $6.0 million.

Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service.

We may also use cash for acquisitions and other investment and financing activities.

Working capital is required principally to support day-to-day operations and to satisfy maturing obligations and operating expenses.

Capital expenditures consist primarily of transportation equipment and investments in support of value-added service operations and the expansion of our terminal network.

The goodwill impairment charge described above is a non-cash charge and therefore did not affect the Company’s historical cash balances, liquidity, operating cash flows, or compliance with its debt covenants.

Sources of liquidity.

Historically, our primary source of liquidity has been cash flows from operations, supplemented by borrowings under our revolving credit facility and other long-term financing arrangements.

As of December 31, 2025, we had cash and cash equivalents of $26.8 million, compared to $19.4 million as of December 31, 2024, and availability under our revolving credit facility of approximately $282.6 million, compared to $89.1 million at December 31, 2024.

We have a $500 million revolving credit facility that matures on September 30, 2027 that includes an accordion feature which allows us to increase availability by up to an additional $100 million upon our request.

We also finance transportation equipment through equipment notes generally secured by liens on specific vehicles and payable in monthly installments.

In addition, we have a $165.4 million term loan facility maturing in April 2032, secured by first-priority mortgages on specified real estate, and we maintain a short-term margin facility secured by our portfolio of marketable securities with maximum borrowings of $5.3 million.

In October 2025, we completed a credit tenant lease (“CTL”) financing transaction through a wholly owned subsidiary.

The subsidiary issued a senior secured promissory note in the principal amount of approximately $195.9 million.

The note bears interest at a fixed rate of 6.84% per annum and requires monthly payments of principal and interest, with the remaining balance due at maturity in November 2034.

The financing is secured by the subsidiary’s subleasehold interest in the underlying property pursuant to a composite sublease agreement with an investment-grade credit tenant, which has been collaterally assigned to the noteholder.

In connection with the financing, Universal Logistics Holdings, Inc.

executed an indemnity and guaranty agreement, pursuant to which it provides customary non-recourse carve-out and indemnity obligations relating to certain actions of the borrower and its affiliates, including payment of any shortfall and make-whole amounts that are due upon occurrence of the credit tenant’s prepayment of rent, acts of bad faith, misapplication of rents, and environmental matters.

Debt service on the CTL financing is intended to be funded from rent payments made by the credit tenant under the composite sublease agreement.

The obligations under the promissory note are non-recourse to the Company and its affiliates, except for the customary non-recourse carve-out and indemnity obligations.

The CTL financing is secured solely by the collateral described above and is not secured by the assets pledged under our revolving credit facility.

If the credit tenant fails to pay rent under the composite sublease agreement, neither the subsidiary nor the Company is obligated to advance funds or otherwise cure such non-payment, and the noteholder’s recourse is limited to the collateral, subject to the limited guaranty and environmental indemnity.

We do not control whether the credit tenant elects to prepay rent under the composite sublease agreement.

As of December 31, 2025, we were in compliance with all financial covenants and had approximately $282.6 million of availability under our revolving credit facility.

Our capital allocation priorities include maintaining financial flexibility, investing in organic growth, pursuing acquisitions that complement our service offerings, and returning capital to stockholders through dividends.

We believe our available liquidity, together with cash flows generated from operations, will be sufficient to fund our working capital needs, capital expenditures, debt service requirements, and dividend payments for at least the next twelve months.

Indebtedness and covenant monitoring.

As of December 31, 2025, total outstanding borrowings were $802.3 million, compared to $762.6 million at December 31, 2024.

Outstanding indebtedness included borrowings under our revolving credit facility, equipment financing arrangements, a term loan facility secured by real estate, and approximately $193.3 million of CTL financing.

The CTL financing is non-recourse to the Company and its affiliates, except for limited guaranty and indemnity obligations, and is secured by a leased property supported by rental payments from an investment-grade credit tenant.

Although we were in compliance with all financial covenants as of December 31, 2025, our credit agreements and other financing arrangements include financial covenants and other restrictions that require ongoing monitoring, including with respect to liquidity levels, fixed charge coverage ratios, total debt covenants, and other measures.

Given the sensitivity of covenant calculations to operating performance, working capital changes, and interest rates, we monitor compliance on a frequent basis and may take actions to manage liquidity and covenant headroom, including adjusting discretionary spending, capital expenditures, dividend policy, share repurchases, and the timing of equipment purchases or other investments.

See Item 8, Note 9 to the Consolidated Financial Statements.

We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future.

To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity.

Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control.

In 2024, our capital expenditures totaled $251.6 million.

These expenditures primarily consisted of transportation equipment, investments in support of our value-added service operations and the expansion of our terminal network.

In 2025, we expect our capital expenditures to be in the range of $190 million to $215 million.

The following table presents our cash and cash equivalents, marketable securities, and outstanding debt and the present value of our operating lease liabilities as of December 31 (in thousands):

Cash and cash equivalents

Marketable securities

Outstanding debt

Present value of operating lease liabilities

At December 31, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our promissory notes.

For additional information on our financing arrangements, see Item 8, Note 9 to the Consolidated Financial Statements.

Discussion of Cash Flows

However, our ability to fund operating expenses and capital expenditures, meet debt service obligations, and refinance or extend indebtedness depends on operating performance, market conditions, and other factors, including macroeconomic conditions and transportation market cycles, that are outside of our control.

Capital expenditures.

In 2025, capital expenditures totaled $224.2 million, compared to $251.6 million in 2024.

Capital expenditures during 2025 primarily consisted of investments in transportation equipment and expenditures in support of value-added programs and terminal network initiatives.

For 2026, we currently expect capital expenditures to be approximately $150.0 million;

however, actual spending may vary based on demand, equipment availability, pricing conditions, and liquidity and covenant considerations.

At December 31, 2025, we had cash and cash equivalents of $26.8 million, compared to $19.4 million at December 31, 2024.

Operating activities provided $112.4 million in net cash and financing activities provided an additional $365.0 million.

During 2024, we used $462.9 million in investing activities.

The $112.4 million in net cash provided by operations was primarily attributed to $129.9 million of net income, adjusted for various noncash charges totaling $191.5 million, net, and an increase in net working capital totaling $209.1 million.

Excluding the impacts on working capital from business combinations, the primary drivers behind the increase were principal reductions in operating lease liabilities during the period, increases in contract assets, and decreases in trade accounts payable, income taxes payable and in other long-term liabilities.

These were partially offset decreases in trade and other receivables, and increases in accrued expenses and other current liabilities and in accruals for insurance and claims.

Affiliate transactions increased net cash provided by operating activities by $1.9 million.

The increase in net cash resulted from an increase in accounts payable to affiliates of $2.5 million, which was partially offset by an increase in accounts receivable from affiliates of $0.6 million.

The $462.9 million in net cash used in investing activities primarily consisted of $251.6 million in capital expenditures and $215.8 million for the acquisitions of Parsec and East Texas Heavy Haul.

These expenditures were partially offset by $4.4 million in proceeds from the sale of equipment.

Financing activities provided $365.0 million in net cash during the period.

We had outstanding borrowings totaling $762.6 million at December 31, 2024 compared to $386.4 million at December 31, 2023.

During the period, we made payments on term loan and equipment and real estate notes totaling $104.2 million, borrowed $191.4 million for new equipment and had net borrowings on our revolving lines of credit totaling $288.9 million.

During the period, we also paid cash dividends of $11.1 million and purchased $0.1 million of treasury stock.

Net cash provided by operating activities was $183.0 million in 2025, compared to $112.4 million in 2024.

Net cash used in investing activities was $203.4 million in 2025, compared to $462.9 million in 2024.

Net cash provided by financing activities was $26.1 million in 2025, compared to $365.0 million in 2024.

The year-over-year changes primarily reflected (i) changes in operating income and working capital, (ii) capital expenditures and acquisition activity, and (iii) net borrowings under credit facilities and equipment financing, including proceeds from long-term financing transactions such as the CTL financing completed in October 2025, along with dividends and any share repurchases.

Off-Balance Sheet Arrangements

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Contractual Obligations

As of December 31, 2024, we had contractual obligations related to our long-term debt, inclusive of our credit facilities, of $672.9 million and $88.7 million for principal borrowings and interest, respectively, which become due through 2032.

See Item 8, Note 9, Debt and Credit Facilities, for additional information regarding our debt obligations.

We also have contractual obligations for finance and operating leases and purchase commitments related to agreements to purchase transportation equipment.

See Item 8, Note 13, Leases, and Note 16, Commitments and Contingencies, respectively, for additional information regarding our lease and purchase commitment obligations.

As of December 31, 2025, we had contractual obligations related to long-term debt, leases and purchase commitments.

We satisfy these obligations through a combination of operating cash flows and available financing.

For additional information, see Item 8, Note 9 (Debt and Credit Facilities), Note 13 (Leases), and Note 16 (Commitments and Contingencies).

Legal Matters

We are subject to various legal proceedings and other contingencies, the outcomes of which are subject to significant uncertainty.

We accrue estimated losses if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.

We use judgment and evaluate, with the assistance of legal counsel, whether a loss contingency arising from litigation should be disclosed or recorded.

The outcome of legal proceedings is inherently uncertain, so typically a loss cannot be precisely estimated.

Accordingly, if the outcome of legal proceedings is different than is anticipated by us, we would have to record the matter at the actual amount at which it was resolved, in the period resolved, impacting our results of operations and financial position for the period.

We accrue estimated losses if it is probable that a liability has been incurred and the amount can be reasonably estimated.

The outcome of legal proceedings is inherently uncertain;

accordingly, if outcomes differ from our expectations, we may be required to record additional charges, which could impact our results of operations and financial position in the period resolved.

See Item 8, Note 16 to the Consolidated Financial Statements.

Critical Accounting Policies

Our financial statements have been prepared in accordance with U.S.

generally accepted accounting principles.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, operating revenues and operating expenses.

Critical accounting policies are those that are both (1) important to the portrayal of our financial condition and results of operations and (2) require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

As the number of variables and assumptions affecting the possible future resolution of the uncertainties increase, those judgments become even more subjective and complex.

In order to provide an understanding about how our management forms its judgments about future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different circumstances, we have identified our critical accounting policies below.

Our financial statements are prepared in accordance with U.S.

The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

Critical accounting policies are those that are important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective or complex judgments, often because of the need to make estimates about inherently uncertain matters.

We identify the following as critical accounting policies:

Insurance and Claim Costs

We maintain auto liability, workers compensation and general liability insurance with licensed insurance carriers.

We are self-insured for all cargo and equipment damage claims.

Insurance and claims expense represents premiums paid by us and the accruals made for claims within our self-insured retention amounts.

A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits.

In addition, legal expenses related to auto liability claims are covered under our policy.

We are responsible for all other legal expenses related to claims.

We establish reserves for anticipated losses and expenses related to cargo and equipment damage claims and auto liability claims.

The reserves consist of specific reserves for all known claims and an estimate for claims incurred but not reported, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience.

In determining the reserves, we specifically review all known claims and record a liability based upon our best estimate of the amount to be paid.

In making our estimate, we consider the amount and validity of the claim, as well as our past experience with similar claims.

In establishing the reserve for claims incurred but not reported, we consider our past claims history, including the length of time it takes for claims to be reported to us.

Based on our past experience, the time between when a claim occurs and when it is reported to us is short.

As a result, we believe that the number of incurred but not reported claims at any given point in time is small.

These reserves are periodically reviewed and adjusted to reflect our experience and updated information relating to specific claims.

As of December 31, 2024 and 2023, we had accruals of $13.3 million and $11.2 million, respectively, for estimated claims net of insurance receivables.

If we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

Based on our 2024 reserve for claims incurred but not reported, a 10% increase in claims incurred but not reported would increase our insurance and claims expense by approximately $0.5 million.

As of December 31, 2025, accruals for estimated claims net of insurance receivables were $10.2 million compared to $13.3 million at December 31, 2024;

based on the 2025 reserve for claims incurred but not reported, a 10% increase would increase insurance and claims expense by approximately $0.4 million.

Valuation of Long-Lived Assets, including Goodwill and Intangible Assets

As of December 31, 2024 and 2023, our goodwill balances were $206.8 million and $170.7 million, respectively.

We are required to test goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount.

We annually test goodwill impairment during the third quarter.

Goodwill represents the excess purchase price over the fair value of assets acquired in connection with our acquisitions.

We continually assess whether any indicators of impairment exist, which requires a significant amount of judgment.

Such indicators may include a sustained significant decline in our share price and market capitalization;

a decline in our expected future cash flows;

a significant adverse change in legal factors or in the business climate;

unanticipated competition;

overall weaknesses in our industry;

and slower growth rates.

Adverse changes in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.

The Company has the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test.

If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If we determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment.

Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired.

If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill.

In the third quarter of 2024, the Company closed its company-managed brokerage operations.

In connection with the closure, we identified certain triggering events that resulted in aggregate goodwill impairment charges totaling $3.5 million within our former company-managed brokerage reporting segment.

As of December 31, 2025 and 2024, goodwill balances were $105.6 million and $206.8 million, respectively.

The decrease in goodwill primarily reflects the goodwill impairment charge recorded in the Company’s intermodal reporting unit during 2025.

We test goodwill for impairment annually, and more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount.

We perform our annual goodwill impairment test during the third quarter.

The determination of fair value requires estimates and assumptions regarding future revenues, operating income, discount rates and market multiples.

These estimates are inherently uncertain, and adverse changes could result in impairment charges that are material.

During the third quarter of 2025, we recognized impairment charges totaling $124.4 million within our intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets, as described above.

During the third quarter of 2024, we recorded aggregate goodwill impairment charges totaling $3.5 million within our former company-managed brokerage reporting segment in connection with the closure of those operations.

See Item 8, Note 1 to the Consolidated Financial Statements.

During each of the third quarters of 2024 and 2023, we completed our annual goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill.

The determination of the fair value of the reporting units requires us to make estimates and assumptions related to future revenue, operating income and discount rates.

Based on the results of this test, no further impairment loss was recognized.

There were no triggering events identified from the date of our assessment through December 31, 2024 that would require an update to our annual impairment test.

We evaluate the carrying value of long-lived assets, other than goodwill, for impairment by analyzing the operating performance and anticipated future cash flows for those assets, whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable.

We evaluate the need to adjust the carrying value of the underlying assets if the sum of the expected cash flows is less than the carrying value.

Our projection of future cash flows, the level of actual cash flows, the methods of estimation used for determining fair values and salvage values can impact impairment.

Any changes in management's judgments could result in greater or lesser annual depreciation and amortization expense or impairment charges in the future.

Depreciation and amortization of long-lived assets is calculated using the straight-line method over the estimated useful lives of the assets.

We evaluate long-lived assets (other than goodwill) for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.

Any changes in management’s judgments regarding projected cash flows, useful lives, or salvage values could result in changes in depreciation and amortization expense or additional impairment charges.

Recently Issued Accounting Pronouncements Not Currently Effective

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Interest Rate Risk

Our principal exposure to interest rate risk relates to outstanding borrowing under our revolving credit and term loan agreements, our real estate facility, and margin facility, all of which charge interest at floating rates.

Borrowings under the credit agreements with each of the banks bear interest at Term SOFR or a base rate, plus an applicable margin.

Our margin facility bears interest at Term SOFR plus 1.10%.

As of December 31, 2024, we had total variable interest rate borrowings of $484.5 million.

Assuming variable rate debt levels remain at $484.5 million for a full year, a 100 basis point increase in interest rates on our variable rate debt would increase interest expense approximately $4.8 million annually.

In connection with the Real Estate Facility, we entered into interest rate swap agreements to fix a portion of the interest rate on our variable rate debt.

Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88%.

The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of $73.3 million.

At December 31, 2024, the fair value of the swap agreement was an asset of $1.6 million.

Since the swap agreements qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax.

Included in cash and cash equivalents is approximately $26 thousand in short-term investment grade instruments.

The interest rates on these instruments are adjusted to market rates at least monthly.

In addition, we have the ability to put these instruments back to the issuer at any time.

Accordingly, any future interest rate risk on these short-term investments would not be material.

Our principal exposure to interest rate risk relates to outstanding borrowings under our revolving credit facility, term loan agreements, real estate facility, and margin facility, all of which bear interest at variable rates.

Borrowings under our credit facilities generally bear interest at Term SOFR or an applicable base rate, plus an applicable margin.

Borrowings under our margin facility bear interest at Term SOFR plus 1.10%.

As of December 31, 2025, we had total variable-rate borrowings of approximately $336.2 million.

Assuming variable-rate debt levels remain constant for a full year, a hypothetical 100 basis point increase in interest rates would increase our annual interest expense by approximately $3.4 million.

Actual impacts could differ based on changes in borrowing levels, interest rate indices, applicable margins, and the timing of rate changes.

In connection with our real estate facility, we have entered into interest rate swap agreements intended to reduce exposure to variability in interest rates.

Under these swap agreements, we receive interest at Term SOFR and pay a fixed rate of 2.88%.

The swaps have an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of approximately $63.3 million as of December 31, 2025.

At December 31, 2025, the fair value of the interest rate swap agreements was a net asset of approximately $0.3 million.

Because the swap agreements qualify for hedge accounting, changes in fair value are recorded in accumulated other comprehensive income (loss), net of tax.

Included in cash and cash equivalents is approximately $4 thousand invested in short-term, investment-grade instruments.

The interest rates on these instruments are adjusted to market rates at least monthly, and we generally have the ability to redeem these investments on demand.

Accordingly, exposure to interest rate risk related to these short-term investments is not considered material.

Commodity Price Risk

Fluctuations in fuel prices can affect our profitability by affecting our ability to retain or recruit owner-operators.

Our owner-operators bear the costs of operating their tractors, including the cost of fuel.

The tractors operated by our owner-operators consume large amounts of diesel fuel.

Diesel fuel prices fluctuate greatly due to economic, political and other factors beyond our control.

To address fluctuations in fuel prices, we seek to impose fuel surcharges on our customers and pass these surcharges on to our owner-operators.

Historically, these arrangements have not fully protected our owner-operators from fuel price increases.

If costs for fuel escalate significantly it could make it more difficult to attract additional qualified owner-operators and retain our current owner-operators.

If we lose the services of a significant number of owner-operators or are unable to attract additional owner-operators, it could have a materially adverse effect on our financial condition, results of operations and cash flows.

Exposure to market risk for fluctuations in fuel prices also relates to a small portion of our transportation service contracts for which the cost of fuel is integral to service delivery and the service contract does not have a mechanism to adjust for increases in fuel prices.

Increases and decreases in the price of fuel are generally passed on to our customers for which we realize minimal changes in profitability during periods of steady market fuel prices.

However, profitability may be positively or negatively impacted by sudden increases or decreases in market fuel prices during a short period of time as customer pricing for fuel services is established based on market fuel costs.

We believe the exposure to fuel price fluctuations would not materially impact our results of operations, cash flows or financial position.

Based upon our 2024 fuel consumption, a 10% increase in the average annual price per gallon of diesel fuel would increase our annual fuel expense on company owned tractors by approximately $5.2 million.

We are exposed to commodity price risk primarily related to fluctuations in diesel fuel prices.

In our trucking and intermodal operations, fuel costs represent a significant operating expense.

For owner-operators, fuel costs are generally borne directly by the contractor.

Fuel prices are subject to significant volatility due to economic, geopolitical, regulatory, and other factors beyond our control.

To mitigate the impact of fuel price fluctuations, we generally seek to recover fuel cost changes through fuel surcharge mechanisms in customer pricing.

These arrangements may not fully offset fuel price volatility, particularly during periods of rapid or sustained changes in market fuel prices.

Significant increases in fuel costs could adversely affect the economics of owner-operator arrangements, which in turn could impact our ability to attract or retain qualified owner-operators.

In addition, a portion of our transportation service contracts do not contain automatic fuel surcharge mechanisms.

For these contracts, fuel price increases or decreases may affect margins, particularly during periods of short-term volatility.

Based on our 2025 fuel consumption on company-owned tractors, a hypothetical 10% increase in the average annual price per gallon of diesel fuel would increase annual fuel expense by approximately $5.2 million, before giving effect to any fuel surcharge recovery, pricing adjustments, or changes in customer mix.

Equity Securities Risk

We hold certain actively traded marketable equity securities, which subjects the Company to fluctuations in the fair market value of its investment portfolio based on current market price.

The recorded value of marketable equity securities increased to $11.6 million at December 31, 2024 from $10.8 million at December 31, 2023.

The increase resulted from an increase in the market value of the portfolio of approximately $0.8 million.

During 2024, we also sold $19 thousand of marketable equity securities, with realized gains on sales totaling approximately $2 thousand.

A 10% decrease in the market price of our marketable equity securities would cause a corresponding 10% decrease in the carrying amounts of these securities, or approximately $1.2 million.

For additional information with respect to the marketable equity securities, see Item 8, Note 4 to the Consolidated Financial Statements.

We hold certain marketable equity securities that are actively traded, which subjects us to market risk associated with changes in fair market value.

As of December 31, 2025, the carrying value of our marketable equity securities was approximately $10.4 million.

Changes in the market value of these securities are reflected in earnings.

A hypothetical 10% decrease in the market value of these equity securities would result in a corresponding decrease in their carrying value of approximately $1.0 million.

For additional information regarding our marketable equity securities, see Item 8, Note 4 to the Consolidated Financial Statements.

Foreign Exchange Risk

In the years ended December 31, 2024 and 2023, 3.0% and 2.4%, respectively, of our revenues were derived from services provided outside the United States, principally in Mexico, Canada and Colombia.

Exposure to market risk for changes in foreign currency exchange rates relates primarily to selling services and incurring costs in currencies other than the local currency and to the carrying value of net investments in foreign subsidiaries.

As a result, we are exposed to foreign currency exchange rate risk due primarily due to translation of the accounts of our Mexican, Canadian and Colombian operations from their local currencies into U.S.

dollars and also to the extent we engage in cross-border transactions.

The majority of our exposure to fluctuations in the Mexican peso, Canadian dollar, and Colombian peso is naturally hedged since a substantial portion of our revenues and operating costs are denominated in each country’s local currency.

Based on 2024 expenditures denominated in foreign currencies, a 10% decrease in the exchange rates would increase our annual operating expenses by approximately $4.5 million.

Historically, we have not entered into financial instruments for trading or speculative purposes.

Short-term exposure to fluctuating foreign currency exchange rates are related primarily to intercompany transactions.

The duration of these exposures is minimized by ongoing settlement of intercompany trading obligations.

The net investments in our Mexican, Canadian and Colombian operations are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive income in our statement of shareholders’ equity.

Adjustments from the translation of the net investment in these operations decreased equity by approximately $4.5 million for the year ended December 31, 2024.

A portion of our revenues and expenses are denominated in currencies other than the U.S.

dollar, primarily the Mexican peso and Canadian dollar.

For the years ended December 31, 2025 and 2024, approximately 4.0% and 3.0%, respectively, of our revenues were derived from services provided outside the United States.

Our exposure to foreign currency exchange rate risk arises primarily from the translation of the financial statements of our foreign subsidiaries into U.S.

dollars and, to a lesser extent, from cross-border transactions.

A substantial portion of our revenues and operating costs in Mexico and Canada are denominated in local currencies, which provides a natural hedge against foreign currency fluctuations.

Based on 2025 expenditures denominated in foreign currencies, a hypothetical 10% weakening of the U.S.

dollar relative to the applicable foreign currencies would increase annual operating expenses by approximately $5.6 million.

Translation adjustments related to our net investments in foreign operations are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity.

For the year ended December 31, 2025, foreign currency translation adjustments increased (decreased) equity by approximately $4.8 million.

We do not enter into derivative financial instruments for trading or speculative purposes.

Short-term exposure to foreign currency exchange rate fluctuations relates primarily to intercompany transactions, which are generally settled on an ongoing basis to limit exposure.

F INANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Board of Directors and Stockholders

Universal Logistics Holdings, Inc.

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We have audited the accompanying consolidated balance sheets of Universal Logistics Holdings, Inc.

(a Michigan corporation) and subsidiaries (collectively the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Analysis - Contract Logistics and Intermodal reporting units

As described further in Note 1 to the consolidated financial statements, the Company tests goodwill for impairment annually (in the third fiscal quarter) or more frequently, whenever events occur, or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount.

The determination of the fair value of the reporting units requires the Company to make estimates and assumptions related to future revenue, operating income and discount rates.

The Company’s consolidated goodwill balance was $206.7 million as of December 31, 2024, which is allocated to the Company’s four reporting units.

As of December 31, 2024, $56.3 million of goodwill was recorded in the Contract Logistics reporting unit and $101.1 million was recorded in the Intermodal reporting unit.

We identified the annual goodwill impairment assessment of the Contract Logistics and Intermodal reporting units as a critical audit matter.

The principal consideration for our determination that the annual goodwill impairment assessment of the Contract Logistics and Intermodal reporting units is a critical audit matter is that there is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units.

The fair value estimate is sensitive to significant assumptions made by management in the discounted cash flow analyses specifically, forecasts of future revenue, operating income and discount rates.

Our audit procedures related to the goodwill impairment assessment of the Contract Logistics and Intermodal reporting units included the following, among others:

• We tested the design and operating effectiveness of controls relating to management’s valuation of goodwill, including the control over the determination of key inputs such as the forecasting of revenue, operating income and determination of the discount rate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessments - Contract Logistics and Intermodal reporting units

As described further in Note 1 to the consolidated financial statements, the Company tests goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount.

The Company’s consolidated goodwill balance was $105.6 million as of December 31, 2025, which is allocated to the Company’s three reporting units.

At December 31, 2025, $95.8 million of goodwill was recorded in the Contract Logistics reporting units.

During the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $101.1 million in the Intermodal reporting unit.

We identified the goodwill impairment assessments of the Contract Logistics and Intermodal reporting units as a critical audit matter.

The principal consideration for our determination that the goodwill impairment assessments for the Contract Logistics and Intermodal reporting units is a critical audit matter is that there is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units.

The fair value estimate is sensitive to significant assumptions made by management in the discounted cash flow analyses specifically, forecasts of future revenue and operating income and discount rates.

Our audit procedures related to the goodwill impairment assessments of the Contract Logistics and Intermodal reporting units included the following, among others:

• We compared management’s forecasts of future revenue and operating income to third-party industry projections and compared the Company’s historical operating forecasts to the actual results in prior periods.

• We utilized a valuation specialist to assess the reasonableness of the discount rates used in the models.

The valuation specialist performed an independent computation to determine a weighted average return on assets to validate the reasonableness of the discount rate utilized in management’s model.

Fair Value of Customer Relationship Intangible Asset

As described further in Note 5 to the consolidated financial statements, on September 30, 2024, the Company acquired all of the outstanding shares of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd.

(collectively, “Parsec”) for a purchase price of $208.4 million.

Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition.

The fair value of intangible assets was $103.3 million, of which, $90.0 million related to customer relationships.

The Company used a discounted cash flow method to estimate the fair value of the intangible assets acquired.

We identified the fair value of the customer relationship intangible asset as a critical audit matter.

The principal consideration for our determination that the fair value of the customer relationship is a critical audit matter is the high degree of auditor judgment necessary in evaluating certain inputs and assumptions made by management in the discounted cash flow analysis.

Those assumptions include future revenue, operating income, attrition rate and discount rate.

Our audit procedures related to the fair value of the customer relationship included the following, among others:

• We tested the design and operating effectiveness of controls relating to management’s valuation of the assets acquired and liabilities assumed, including the control over the reasonableness of key inputs and assumptions.

• We evaluated the reasonableness of management’s forecasts of future revenue and operating income by comparing these forecasts to Parsec’s historical operating results, the actual results subsequent to the acquisition, and to industry market data to determine the revenue growth rate assumption is in line with industry growth data.

• We utilized a valuation specialist to compute the implied attrition rate derived from the tenure of all customers to validate the reasonableness of the attrition rate utilized in management’s model.

The valuation specialist also performed a computation to determine a weighted average return on assets to validate the reasonableness of the discount rate utilized in management’s model.

The valuation specialist used external data to determine a range of appropriate inputs and assumptions to assess the reasonableness of the discount rate utilized in management’s models.

/s/ GRANT THORNTON LLP

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Accounts receivable – net of allowance for credit losses of $ 3,908 and $ 7,806 ,

Contract assets

Contract receivable

Other receivables

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Intangible assets – net of accumulated amortization of $ 80,304 and $ 155,290 ,

Contract assets, net of current portion

Contract receivable, net of current portion

Deferred income taxes

Liabilities and Shareholders’ Equity

Liabilities and Stockholders’ Equity

Current liabilities:

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Total long-term liabilities

Shareholders' equity:

Stockholders' equity:

Common stock, no par value.

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Foreign currency translation adjustments

Total shareholders’ equity

Total liabilities and shareholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.

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Total operating expenses

Income from operations

Income (loss) from operations

Interest income

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Other non-operating income

Income before income taxes

Income tax expense

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Earnings per common share:

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(In thousands)

Net income (loss)

Other comprehensive income (loss):

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Foreign currency translation adjustments

Total other comprehensive income

Total comprehensive income

Total other comprehensive income (loss)

Total comprehensive income (loss)

See accompanying notes to consolidated financial statements.

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Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating

Net income (loss)

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

Depreciation and amortization

Impairment expense

Noncash lease expense

Impairment expense

Amortization of debt issuance costs

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Trade and other accounts receivable

Contract assets, prepaid expenses and other assets

Contract receivable, prepaid expenses and other assets

Principal reduction in operating lease liabilities

Accounts payable, accrued expenses, income taxes payable,

insurance and claims and other current liabilities

Principal reduction in operating lease liabilities

Due to/from affiliates, net

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Proceeds from the sale of property and equipment

Purchases of marketable securities

Proceeds from sale of marketable securities

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Net cash paid of acquisitions of businesses

Non-cash operating and investing activities:

During the year ended December 31, 2025, the Company had non-cash activities resulting from $ 4.3 million of property and equipment purchases included in accounts payable at the end of the period.

See accompanying notes to consolidated financial statements.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Stockholders’ Equity

Years ended December 31, 2025, 2024 and 2023

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Balances – December 31, 2023

Other comprehensive income

Other comprehensive (loss)

Dividends paid ($ 0.42 per share)

Stock based compensation

Retirement of treasury stock

Purchases of treasury stock

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Stock based compensation

Retirement of treasury stock

Purchases of treasury stock

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Universal Logistics Holdings, Inc.

(“Universal” or the “Company”) is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia.

Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands.

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The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended December 31, 2025.

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

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

During the first quarter of 2025, the Company identified certain triggering events related to its intermodal reporting segment.

The results of those procedures concluded that no impairments were present.

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

In August 2025, the Company identified certain triggering events related to its intermodal reporting segment.

In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and concluded that an impairment was present.

As a result, during the thirteen weeks ended September 27, 2025 we recognized impairment charges totaling $ 124.4 million which consisted of a $ 101.1 million of goodwill impairment charge and $ 23.3 million of impairment charges related to certain customer-relationship intangible assets.

The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with this segment, and a higher discount rate to reflect the company specific risk associated with this reporting unit.

In August 2024, the Company closed its company-managed brokerage operations in Nashville, TN.

During the quarter ended September 28, 2024, the Company incurred pre-tax losses of approximately $ 8.6 million ($ 6.4 million net of tax, or $ 0.24 per basic and diluted share) related to these operations.

During the quarter ended September 28, 2024, the Company incurred pre-tax losses of approximately $ 8.6 million related to these operations.

Included in the consolidated statements of income in 2024 were $ 1.4 million of severance costs recorded in direct personnel and related benefits, $ 2.8 million of non-cash impairment charges recorded in impairment expense, and $ 2.4 million of other closing related costs recorded in operating supplies and expenses.

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

In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and recorded an additional goodwill impairment charge of $ 0.9 million during the quarter ended September 28, 2024.

Total goodwill impairment charges recorded during the third quarter of 2024, including in connection with the closure of our company-managed brokerage operations, were $ 3.5 million ($ 2.6 million net of tax, or $ 0.10 per basic and diluted share).

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

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

In January 2024, the Company’s value-added business began performing specialty project development services for certain customers.

Contract assets represent amounts for which the Company has recognized revenue in excess of billings pursuant to the revenue recognition guidance.

As of December 31, 2024 and 2023, contract assets associated with certain contracts with customers recognized over time are included as contract assets in the Company’s consolidated balance sheets.

Contract assets associated with other contracts with customers were reclassified from prepaid expenses and other on the consolidated balance sheets to contract assets.

Total goodwill impairment charges recorded during the third quarter of 2024, including in connection with the closure of our company-managed brokerage operations, were $ 3.5 million.

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

The change resulted in additional depreciation expense of $ 11.3 million recorded during the quarter ended June 29, 2024.

During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment.

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After performing the evaluation, it was determined that a change in the estimated useful lives of certain definite lived intangible assets was appropriate and was adjusted during the period.

The change resulted in additional amortization expense of $ 8.9 million ($ 6.6 million net of tax, or $ 0.25 per basic and diluted share) recorded during the year ended December 31, 2024.

In June 2022, the Company made a change in an accounting estimate to revise the estimated useful life and salvage values of certain equipment.

The change resulted in additional depreciation expense of $ 9.7 million recorded during the quarter ended July 2, 2022 ($ 7.2 million net of tax, or $ 0.27 per basic and diluted share).

The change resulted in additional amortization expense of $ 8.9 million recorded during the year ended December 31, 2024.

UNIVERSAL LOGISTICS HOLDINGS, INC.

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Estimated amortization expense by year is as follows (in thousands):

As described in Note 1, “Basis of Presentation”, the Company identified certain triggering events related to its intermodal reporting segment.

As a result, we recorded $ 23.3 million of impairment charges related to certain customer-relationship intangible assets during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment.

The amounts recorded for amortization expense were $ 16.7 million, $ 21.5 million, and $ 12.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Based on the results of this test, no impairment loss was recognized.

As described in Note 1, “Basis of Presentation”, we recorded aggregate impairment charges of $ 3.5 million during the thirteen weeks ended September 28, 2024 related to reporting units within our former company-managed brokerage segment.

Subsequently, in August 2025, the Company identified certain triggering events related to its intermodal reporting segment.

As described in Note 1, “Basis of Presentation”, we recorded $ 101.1 million of goodwill impairment charges during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment.

As also described in Note 1, “Basis of Presentation”, we recorded aggregate impairment charges of $ 3.5 million during the thirteen weeks ended September 28, 2024 related to reporting units within our former company-managed brokerage segment.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(1) Summary of Significant Accounting Policies—continued

(j) Goodwill—continued

The changes in the carrying amount of goodwill during the years ended December 31, 2025 and 2024 are as follows (in thousands):

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Acquisition of business

Goodwill impairment

Balance as of December 31, 2024

Acquisition of business

Goodwill impairment

Balance as of December 31, 2025

At December 31, 2024, $ 95.9 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment, and $ 9.8 million in our trucking segment.

At December 31, 2023, $ 56.3 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment, $ 9.8 million in our trucking segment and $ 3.5 million in our former company-managed brokerage segment.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(1) Summary of Significant Accounting Policies—continued

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

At December 31, 2025 and 2024, $ 0 and $ 101.1 million of goodwill was recorded in our intermodal segment, respectively .

(k) Long-Lived Assets

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The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.

For our fixed rate promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.

See Note 10 “Fair Value Measurement and Disclosures” for further information.

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Those that are payable in subsequent years are included in other long-term liabilities.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(1) Summary of Significant Accounting Policies—continued

(o) Closing Costs

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Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(1) Summary of Significant Accounting Policies—continued

(p) Revenue Recognition

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Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts.

(r) Stock Based Compensation

We record compensation expense for the grant of stock based awards.

Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant).

See Note 15 “Stock Based Compensation” for further information.

UNIVERSAL LOGISTICS HOLDINGS, INC.

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(1) Summary of Significant Accounting Policies—continued

(r) Stock Based Compensation

We record compensation expense for the grant of stock based awards.

See Note 15 “Stock Based Compensation” for further information.

(s) Income Taxes

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(t) Foreign Currency Translation

The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S.

The financial statements of the Company’s subsidiaries operating in Mexico and Canada are prepared to conform to U.S.

GAAP and translated into U.S.

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Assets and liabilities of international operations are translated at period-end exchange rates.

Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity.

Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

(u) Concentrations of Credit Risk

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Adoption of New Accounting Standard

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 , Improvements to Reportable Segment Disclosures (Topic 280).

The ASU expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods.

We adopted this standard on a retrospective basis for the 2024 annual period, and for interim periods beginning January 1, 2025 .

See Note 18 “Segment Reporting” for further information.

In December 2023, the FASB issued ASU 2023-09 , Improvements to Income Tax Disclosures (Topic 740).

The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction.

We adopted this standard on a retrospective basis to all prior periods presented.

See Note 12 "Income Taxes" for further information.

UNIVERSAL LOGISTICS HOLDINGS, INC.

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We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction.

This ASU is effective for fiscal years beginning after December 31, 2024, using a prospective approach.

Early adoption and retrospective application are permitted.

We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

(3) Revenue Recognition

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(3) Revenue Recognition—continued

Beginning in 2024, value-added services also includes specialty project development services for customers.

The specialty project development service is accounted for as a single unit of account (i.e., as a single performance obligation).

Revenue is recognized over time as the Company continuously transfers control of the project to the customer.

Because we transfer control of the project over time, we recognize revenue to the extent of our progress towards completion of our performance obligations.

In 2024, value-added services included a specialty project development for a specific customer.

The specialty project development service was accounted for as a single unit of account (i.e., as a single performance obligation), which was completed in 2024.

Revenue was recognized over time as the Company transferred control of the project to the customer.

Because we transferred control of the project over time, we recognized revenue to the extent of our progress towards completion of our performance obligations.

We use the cost-to-cost method for these contracts, which measures progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion for the applicable performance obligation.

Incurred cost represents work performed, which corresponds with and thereby best represents the transfer of control to the customer.

Revenue, including estimated fees or profits, is recorded proportionately as costs are incurred.

Cost of operations consists of labor, materials, subcontractor costs, and other direct and indirect costs, and we include them in operating supplies and expenses on the consolidated statements of income.

Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined

Incurred cost represented work performed, which corresponds with and thereby best represents the transfer of control to the customer.

Revenue, including estimated fees or profits, was recorded proportionately as costs were incurred.

Cost of operations consists of labor, materials, subcontractor costs, and other direct and indirect costs, and we included them in operating supplies and expenses on the consolidated statements of income.

The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands):

Contract assets

Contract assets, net of current portion

Prepaid expenses and other - contract assets

Contract assets in the table above relates to revenue in-transit at the end of the reporting period.

We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services.

As it relates to our specialty development project, we will receive payments in 120 equal monthly installments commencing the month following substantial completion of the project.

Contract assets in the table above generally relates to revenue recognized in excess of billings for our specialty development project, as well as revenue in-transit at the end of the reporting period.

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

During the years ended December 31, 2025 and 2024, we recorded $ 11.1 million and $ 4.0 million of interest income, respectively, related to the specialty development project contract receivable.

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

As of December 31, 2024, the amortization of the contract asset for cash payments received was $ 0.9 million.

See Note 18 “Segment Reporting” for additional information on revenue reported by segment and by geographic region.

12 unchanged sentences

(4) Marketable Securities—continued

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

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

Realized gain

3 unchanged sentences

Realized gain, net of taxes

The Company did no t sell marketable equity securities during the year ended December 31, 2022.

During the years ended December 31, 2025, 2024 and 2023, our marketable equity securities portfolio experienced net unrealized pre-tax gains in market value of approximately $ 1,308,000 , $ 836,000 and $ 799,000 , respectively, which were reported in other non-operating income for the period.

17 unchanged sentences

For each acquisition, the purchase price was allocated to major classes of assets acquired and liabilities assumed at estimated fair values as of the acquisition date.

These values are based, in part, upon preliminary appraisals for certain assets and subject to change when additional information concerning final asset and liability values is obtained.

The final purchase price allocations may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.

The preliminary allocation of the purchase price in each transaction is as follows (in thousands):

The allocation of the purchase price in each transaction is as follows (in thousands):

Current assets

28 unchanged sentences

Balance at beginning of year

(Reversals) provision for credit losses

Provision (reversals) for credit losses

Uncollectible accounts written off

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Revolving Credit Facility (1) (2)

UACL Credit Agreement (2)

CLT Financing (2)

Equipment Financing (3)

2 unchanged sentences

Margin Facility (5)

Debt paid upon refinance:

UACL Credit Agreement (2)

Unamortized debt issuance costs

6 unchanged sentences

At December 31, 2025, we were in compliance with all covenants under the facility, and $ 282.6 million was available for borrowing on the revolver.

(2) In October 2025, we completed a credit tenant lease (“CTL”) financing transaction by issuing a senior secured promissory note in the principal amount of $ 195.9 million.

We used the net proceeds of the CTL financing to (i) repay in full the outstanding indebtedness under the UACL Credit Agreement and (ii) repay in part existing indebtedness under the Revolving Credit Facility.

The note bears interest at a fixed rate of 6.84 % per annum and matures on November 15, 2034 .

The note is secured primarily by our interests under a long-term composite sublease agreement.

The CTL debt is non-recourse to the Company and its subsidiaries, except for customary limited-recourse obligations under indemnity and guaranty agreements relating to environmental matters, lease-term compliance, and certain representations, warranties, and covenants.

At December 31, 2025, we were in compliance with all covenants under the note.

UNIVERSAL LOGISTICS HOLDINGS, INC.

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(9) Debt—continued

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

The term loan matures on September 30, 2027 and is repaid in consecutive quarterly installments.

The remaining term loan balance is due at maturity.

We may borrow under the revolving credit facility until maturity on September 30, 2027 .

Borrowings bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin based on the borrowers’ leverage ratio.

The UACL Credit Agreement is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers.

The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions.

At December 31, 2024, we were in compliance with all covenants under the facility, and $ 10.0 million was available for borrowing on the revolver.

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

The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.31 %.

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

The equipment notes are secured by liens on specific titled vehicles or operating equipment.

The notes are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.31 %.

One equipment note is payable in 72 monthly installment and bears interest at Term SOFR , plus an applicable margin equal to 2.25 %.

(4) Our Real Estate Facility consists of a $ 165.4 million term loan, and the facility matures on April 29, 2032 .

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Revolving Credit Facility

UACL Term Loan

UACL Revolver

Equipment Financing

Real Estate Financing

CTL Financing

Margin Facility

6 unchanged sentences

See Note 10, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(10) Fair Value Measurement and Disclosures

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This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(10) Fair Value Measurement and Disclosures—continued

We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

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The fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(10) Fair Value Measurement and Disclosures—continued

Our Revolving Credit Facility, UACL Credit Agreement and Real Estate Facility consist of variable rate borrowings.

Our Revolving Credit Facility, Real Estate Facility and one equipment note consist of variable rate borrowings.

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

The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.

For our Equipment Financing with fixed rates and CTL, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.

We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy.

3 unchanged sentences

Equipment promissory notes

CTL promissory note

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

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(11) Transactions with Affiliates

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We also purchase other services from our affiliates.

The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):

Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):

Real estate rent and related costs

9 unchanged sentences

See Note 13, “Leases” for further information regarding the cost of leased properties.

We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our controlling shareholder.

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

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At December 31, 2025 and 2024, amounts due to affiliates were $ 17.2 million and $ 23.3 million, respectively.

In 2025, we contracted with an affiliate to provide real property improvements for us totaling $ 4.4 million.

There were no such purchases made during 2024.

In 2024, we purchased trailers from an affiliate totaling $ 4.5 million.

There were no such purchases made during 2025.

UNIVERSAL LOGISTICS HOLDINGS, INC.

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(11) Transactions with Affiliates—continued

During 2024, we purchased trailers from an affiliate totaling $ 4.5 million.

During 2023, we purchased used tractors and new trailers from affiliates totaling $ 6.3 million and $ 5.1 million, respectively.

During 2023, we also contracted with an affiliate to provide real property improvements for us totaling $ 5.3 million.

In June 2022, we executed a real estate contract with an affiliate to acquire a multi-building, office complex located in Warren, Michigan for $ 8.3 million.

The purchase price was established by an independent, third-party appraisal.

The Company made an initial deposit of $ 0.2 million in 2022, and paid the balance at closing in the first quarter of 2023.

Services provided by Universal to Affiliates

We periodically assist companies that are owned by our controlling shareholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders.

We periodically assist companies that are owned by our controlling stockholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders.

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

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At December 31, 2025 and 2024, amounts due from affiliates were $ 1.0 million and $ 1.3 million, respectively.

In November 2024, we sold an inactive Mexican subsidiary to an affiliate for approximately $ 0.1 million.

The purchase price was based on the book value of the net assets sold in the transaction, and as such, no gain or loss was recorded.

In August 2023, we exercised our right of first refusal to acquire 3,750 shares of restricted stock from H.E.

“Scott” Wolfe, our director, for $ 120,900 based on the closing market price on the effective date of the transaction.

In 2025, we sold used trailers to an affiliate for $ 0.4 million.

There were no such sales made during 2024.

In 2024, we sold an inactive Mexican subsidiary to an affiliate for approximately $ 0.1 million.

The selling price approximated the book value of the net assets sold, and as such, no gain or loss was recorded.

(12) Income Taxes

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(12) Income Taxes—continued

Income tax expense (benefit) attributable to income from continuing operations differs from the federal statutory rates for each of the years ended December 31 as follows (in thousands, except percentages):

Federal statutory rate

Nontaxable or nondeductible items

Nondeductible goodwill impairment

State and local, net of federal benefit (1)

Statutory rate difference between Mexico and US

Statutory rate difference between Canada and US

Changes in Canadian valuation allowance

Other foreign

Effective tax rate

(1) For each of the years ended December 31, 2025, 2024 and 2023, the majority of state tax expense was paid in Alabama, California, Georgia, Illinois, Michigan, Pennsylvania, and Tennessee.

Income taxes paid during the years ended December 31 are as follows (in thousands):

Other state jurisdictions

Other foreign jurisdictions

The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands):

Unrecognized tax benefit – beginning of year

Increases related to current year tax positions

Decreases related to prior year tax positions

Unrecognized tax benefit – end of year

As of December 31, 2025, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $ 0.2 million.

These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return.

Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate.

At December 31, 2025, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months.

As of December 31, 2025, the amount for both accrued interest and penalties was zero .

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(12) Income Taxes—continued

Deferred income tax assets and liabilities at December 31 consist of the following (in thousands):

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As of December 31, 2025, we had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $ 0.6 million.

The net operating loss carryforward will expire in 2035.

Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be full realized and as such no valuation allowance has been provided.

As of December 31, 2024, there was no such net operating loss carryforward associated with our Mexican subsidiary.

4 unchanged sentences

December 31, 2025, 2024 and 2023

(12) Income Taxes—continued

Income tax expense attributable to income from continuing operations differs from the statutory rates as follows:

Federal statutory rate

State, net of federal benefit

Effective tax rate

As of December 31, 2024, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $ 0.2 million.

Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate.

At December 31, 2024, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months.

As of December 31, 2024, the amount for both accrued interest and penalties was zero .

The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands):

Unrecognized tax benefit – beginning of year

Increases related to current year tax positions

Decreases related to prior year tax positions

Unrecognized tax benefit – end of year

As of December 31, 2025, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment.

10 unchanged sentences

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

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(13) Leases—continued

The following table summarizes our lease costs for the years ended December 31, 2025 and 2024, and related information (in thousands):

13 unchanged sentences

Total lease cost

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(13) Leases—continued

The following table summarizes other lease related information as of and for the years ended December 31, 2025 and 2024 (in thousands):

6 unchanged sentences

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

Right-of-use assets obtained due to acquisition of business

Weighted-average remaining lease term (in years)

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

Right-of-use assets obtained due to acquisition of business

Weighted-average remaining lease term (in years)

Weighted-average discount rate

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(13) Leases—continued

Future minimum lease payments under these operating leases as of December 31, 2025, are as follows (in thousands):

4 unchanged sentences

Present value of lease liabilities

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(14) Retirement Plans

We offer 401(k) defined contribution plans to our employees.

The plans are administered by a company controlled by our principal shareholder and include different matching provisions typically ranging from zero to $ 2,080 per participant annually depending on which subsidiary or affiliate is involved.

The plans are administered by a company controlled by our principal stockholder and include different matching provisions typically ranging from zero to $ 2,080 per participant annually depending on which subsidiary or affiliate is involved.

Certain of these plans also include a discretionary matching provision as determined by the Company.

The total expense for contributions for 401(k) plans, including plans related to collective bargaining agreements, was $ 2.3 million, $ 1.1 million and $ 1.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We also participate in certain defined contribution plans for covered employees.

The total expense for contributions for retirement plans, including plans related to collective bargaining agreements, was $ 3.4 million, $ 2.3 million and $ 1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

In connection with a collective bargaining agreement that covered 13 Canadian employees at December 31, 2025, we are required to make defined contributions into the Canada Wide Industrial Pension Plan.

At December 31, 2025, 2024 and 2023, the required contributions totaled approximately $ 14,000 , $ 7,000 and $ 58,000 , respectively.

In connection with our acquisition of Parsec in the fourth quarter 2024, we became enrolled in the Western Conference of Teamsters Pension Trust Fund (“WCTPT”) defined contribution pension plan.

Parsec has participated in the WCTPT plan since 2023.

As of December 31, 2024, 851 employees are covered under the WCTPT plan and contributions to the plan totaled approximately $ 0.9 million since our acquisition.

In connection with a collective bargaining agreement, we are also required to make defined contributions for certain employees into the Western Conference of Teamsters Pension Trust Fund (“WCTPT”).

As of December 31, 2025, 751 employees are covered under the plan.

For the years ended December 31, 2025 and 2024, WCTPT plan contributions totaled approximately $ 1.9 million and $ 0.9 million, respectively.

As an employer sponsor of this plan we may be subject to withdraw liability from time to time.

6 unchanged sentences

The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us.

In February 2025, we granted 1,904 shares of restricted stock under our equity plan to one of our employees.

This restricted stock award has a fair value of $ 27.46 per share, based on the closing price of our stock on the grant date.

The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us.

In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors.

These restricted stock awards have a fair value of $ 45.22 per share, based on the closing price of our stock on the grant date, and vested immediately.

In March 2023, we granted 34,611 shares of restricted stock under our equity plan to certain employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer.

In February 2024, we granted 21,105 shares of restricted stock under our equity plan to certain employees, including 5,160 shares to our Chief Executive Officer and 5,223 shares to our Chief Financial Officer.

The restricted stock awards have a grant date fair value of $ 31.96 per share, based on the closing price of our stock.

The shares will vest in four equal installments on each March 15 in 2025, 2026, 2027, and 2028, subject to their continued employment with us.

In May 2022, we granted 2,157 shares of common stock to non-employee directors.

In May 2023, we granted 3,549 shares of common stock under our equity plan to non-employee directors.

These restricted stock awards have a fair value of $ 25.42 per share, based on the closing price of our stock on the grant date, and vested immediately.

The restricted stock awards have a grant date fair value of $ 27.59 per share, based on the closing price of our stock.

The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to their continued employment with us.

In September 2021, we granted 2,355 shares of restricted stock under our equity plan to one of our employees.

1 unchanged sentence

The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with us.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2024, 2023 and 2022

(15) Stock Based Compensation—continued

In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer.

4 unchanged sentences

The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with us.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Consolidated Financial Statements – (Continued)

December 31, 2025, 2024 and 2023

(15) Stock Based Compensation—continued

A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement.

5 unchanged sentences

The total grant date fair value of vested shares recognized as compensation cost was $ 0.5 million, $ 0.8 million and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Included in compensation cost during the years ended December 31, 2024, 2023 and 2022 was approximately $ 70,000 , $ 90,000 and $ 50,000 , respectively, recognized as a result of the grants of stock to non-employee directors .

Included in compensation cost during each of the years ended December 31, 2025, 2024 and 2023 was approximately $ 0.1 million recognized as a result of the grants of stock to non-employee directors .

As of December 31, 2025, there was approximately $ 2.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements.

8 unchanged sentences

At December 31, 2025, approximately 37 % of our employees are subject to collective bargaining agreements that are renegotiated periodically, 25 % of which are subject to contracts that expire in 2026.

At December 31, 2024, our firm commitments to purchase equipment and strategic real estate, as well as for on-going construction projects totaled $ 77.7 million.

At December 31, 2025, our firm commitments, including for the purchase of equipment and on-going real estate projects, totaled $ 24.1 million.

(17) Earnings Per Share

2 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, there were 11,583 , 33,007 and 23,821 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

In the year ended December 31, 2023, 34,045 shares were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive.

No such shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024 or 2022.

In the year ended December 31, 2025 and 2023, 98,056 and 34,045 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive.

No such shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024.

UNIVERSAL LOGISTICS HOLDINGS, INC.

2 unchanged sentences

(18) Segment Reporting

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

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

As a result, we now report our financial results in three distinct reportable segments:

We report our financial results in three distinct reportable segments:

contract logistics, intermodal and trucking, which are based primarily on the services each segment provides.

20 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 4.2 million, $ 0.5 million, and $ 0.1 million, respectively.

5 unchanged sentences

(18) Segment Reporting—continued

2023 (Recast)

Contract Logistics

9 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.2 million, $ 3.0 million, and $ 0.1 million, respectively.

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

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

2022 (Recast)

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

Contract Logistics

25 unchanged sentences

(19) Subsequent Events

On February 6, 2025 , our Board of Directors declared the regular quarterly cash dividend of $ 0.105 per share of common stock, payable to shareholders of record at the close of business on March 3, 2025 and is expected to be paid on April 1, 2025 .

On March 13, 2026, our Board of Directors declared the regular quarterly cash dividend of $ 0.105 per share of common stock, payable to stockholders of record at the close of business on March 23, 2026 and is expected to be paid on April 3, 2026 .

Declaration of future cash dividends is subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.

On February 27, 2025, the Company closed on the purchase of a terminal in Memphis, TN.

The purchase price was $ 30.0 million.

The Company used funds borrowed under its existing line of credit to fund the balance at closing.

During the first quarter of 2026, the Company identified certain triggering events related to a component of the contract logistics reporting segment.

In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company is required to evaluate certain indefinite and long lived tangible and intangible assets for impairment.

The Company is currently conducting its evaluation.

CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report was made under the supervision and with the participation of our management, including our principal executive officer and principal financial officer.

Based upon this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting, as described below.

However, after giving full consideration to the material weakness described below, and the additional analyses and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025 was carried out under the supervision and with the participation of management, including our principal executive officer and principal financial officer.

Based on this evaluation, and as a result of the material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

Notwithstanding the material weakness described below, management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S.

generally accepted accounting principles.

Inherent Limitations over Internal Controls

9 unchanged sentences

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Report of Management on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission , which is commonly referred to as the 2013 framework.

Based on our assessment, management has concluded that, as of December 31, 2024, our internal control over financial reporting was ineffective, due to the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, we identified a material weakness resulting from errors in our financial statement preparation and the accounting for non-routine transactions that created changes within our business.

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.

The effectiveness of our internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report included herein.

This report contains an adverse opinion on the effectiveness of our internal control over financial reporting.

The scope of management’s assessment as of December 31, 2024 did not include an assessment of the internal controls over financial reporting during 2024 for Parsec, LLC, OB Leasing, LLC, or Parsec Intermodal of Canada Ltd.

(collectively “Parsec”), which were acquired during 2024.

Management has excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 Parsec’s internal control over financial reporting associated with total assets of 11.8% and total revenues of 3.2% of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Remediation and Plans for Remediation of Material Weakness

We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible.

Management is currently in the process of planning for and implementing remediation efforts to address the identified material weakness.

We plan on remediating our material weakness by enhancing our internal staff of accounting and financial reporting employees with employees that have the requisite technical accounting knowledge.

We also plan to expand our use of external consulting firms to provide advisory support for technical accounting guidance.

We further intend to design and implement controls to formalize review procedures around the financial close process with appropriate segregation of duties.

Management believes the steps outlined above will resolve the material weakness identified.

We will continue to monitor and improve our internal controls over financial reporting.

We may take additional steps or modify our plans for remediation to provide for reasonable assurance that we effectively maintain internal controls over financial reporting.

We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fourth quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weakness described below.

Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in its report included herein.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed, management identified a material weakness related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within our business.

As a result of this material weakness, there was a reasonable possibility that a material misstatement of the Company’s financial statements would not be prevented or detected on a timely basis.

Remediation Efforts

Management is actively engaged in remediation efforts to address the material weakness.

During 2025 and continuing into 2026, the Company has taken and is continuing to take the following actions:

• enhancing its technical accounting resources through hiring and training initiatives;

• increasing its use of external technical accounting and valuation specialists;

• implementing additional review procedures over the preparation and review of goodwill impairment analyses, including enhanced controls over the identification and validation of reporting unit carrying values and significant assumptions;

• strengthening management review controls over financial statement preparation and complex accounting matters;

• implementing additional formalized internal control procedures and documentation requirements.

These remediation efforts are ongoing and have not yet been completed.

The material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management is committed to remediating the material weakness as soon as practicable;

however, there can be no assurance that these remediation efforts will be successful or that additional deficiencies will not be identified in the future.

Changes in Internal Control Over Financial Reporting

In connection with the identification of the material weakness, management has begun implementing remediation measures as described above.

Other than these remediation activities, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Board of Directors and Stockholders

Universal Logistics Holdings, Inc.

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We have audited the internal control over financial reporting of Universal Logistics Holdings, Inc.

(a Michigan corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

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The following material weakness has been identified and included in management’s assessment.

Management identified a material weakness resulting from errors in the financial statement preparation and the accounting for non-routine transactions that created changes within the Company’s business.

The primary driver of the errors was the need for additional technical accounting resources to allow the Company to accurately record and properly present their financial statements and related disclosures.

Management identified a material weakness related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within the Company’s business.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting (“Management’s Report”).

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Parsec, LLC, OB Leasing, LLC, or Parsec Intermodal of Canada Ltd.

(collectively “Parsec”), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 11.8 and 3.2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report, Parsec was acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Parsec.

Definition and Limitations of Internal Control over Financial Reporting

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Information

We do not express an opinion or any other form of assurance on the Company’s remediation efforts.

/s/ GRANT THORNTON LLP

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Trading Arrangements

None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted , modified , or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, nor any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OF FICERS, AND CORPORATE GOVERNANCE

The information required by this Item, with the exception of the Code of Business Conduct and Ethics (“Code of Business Conduct”) discussed below, is incorporated herein by reference to the definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024, in connection with the solicitation of proxies for the Company’s 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”) and is incorporated herein by reference.

We adopted our Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer and all other officers, employee associates, and directors.

The Code of Business Conduct is available on our website, www.universallogistics.com in the “Investor Relations” section.

We will provide a hard copy of the Code of Business Conduct, free of charge, to any shareholder who requests it in writing from our Secretary.

We will post on our website any amendment to, or waiver from, any provision of our Code of Business Conduct that applies to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer (if any) within four business days of any such event.

The information required by this Item, with the exception of the Code of Business Conduct and Ethics (“Code of Business Conduct”) discussed below, is incorporated herein by reference to the definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”).

Controlled Company Status

As described in Item 1A, “Risk Factors—Risks Related to Ownership of Our Common Stock,” the Company is a “controlled company” within the meaning of the corporate governance standards of The NASDAQ Global Market.

As a result, the Company is eligible to, and may elect to, rely on certain exemptions from NASDAQ corporate governance requirements, including requirements relating to the composition of the Board of Directors and certain Board committees.

Although the Company currently maintains corporate governance practices that it believes are appropriate considering its ownership structure, business, and operations, its status as a controlled company may result in governance practices that differ from those of companies that are not controlled companies.

Accordingly, investors should carefully review the discussion of risks related to our controlled company status set forth in Item 1A of this Annual Report on Form 10-K.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer, all other officers, employees, and members of our Board of Directors.

The Code of Business Conduct is available on our website at www.universallogistics.com under the “Investor Relations” section.

We will provide a copy of the Code of Business Conduct, free of charge, to any stockholder who submits a written request to our Secretary.

We intend to disclose any amendment to, or waiver of, any provision of the Code of Business Conduct applicable to our principal executive officer, principal financial officer, or principal accounting officer, if any, on our website within four business days following such amendment or waiver.

EXECUTI VE COMPENSATION

The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The following table presents information about equity plans under which equity securities of the Company are authorized for issuance at December 31, 2024:

The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement.

The following table presents information as of December 31, 2025, about equity compensation plans under which equity securities of the Company are authorized for issuance:

Plan Category

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Equity compensation plans not approved by security holders

(1) Reflects shares to be issued under restricted stock bonus awards, which do not have an exercise price.

As of December 31, 2024, the Company has no outstanding options, warrants or rights that require payment of an exercise price.

The remaining information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference.

(1) Reflects shares subject to restricted stock awards and restricted stock unit awards, which do not have an exercise price.

As of December 31, 2025, the Company had no outstanding stock options or other equity awards requiring the payment of an exercise price, except as otherwise disclosed in the 2026 Proxy Statement.

The remaining information required by this Item is incorporated herein by reference to the 2026 Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement.

PRINCIPAL ACCOU NTING FEES AND SERVICES

The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement.

EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES

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Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Stockholders’ Equity

Notes to Consolidated Financial Statements

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Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included elsewhere in this Form 10-K.

Equity Purchase Agreement dated September 30, 2024 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 1, 2024)

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on November 15, 2004)

Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i)-1 and 3(i)-2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2012)

Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 2, 2016)

Sixth Amended and Restated Bylaws, effective February 14, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 15, 2024)

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 2, 2025)

Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 2, 2025)

Specimen Common Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on November 15, 2004)

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Form of Restricted Stock Bonus Award Agreement under the 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Exhibit B of Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014)

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 25, 2024)

Form of Non-Statutory Stock Option Agreement under the 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 25, 2024)

Form of Restricted Stock Award Agreement under the 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 25, 2024)

Credit Agreement dated as of April 29, 2022 among UTSI Finance, Inc., UTS Realty, LLC, the lenders party thereto, and Fifth Third Bank, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 2, 2022)

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(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 2, 2022)

Second Amendment Agreement dated April 5, 2024 among Universal Management Services, Inc., certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 9, 2024)

Credit and Security Agreement dated September 30, 2022 among UACL Logistics Holdings, LLC, certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed October 3, 2022

Third Amendment Agreement dated October 1, 2025 among Universal Management Services, Inc., certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2025)

Employment Agreement between the Registrant and Tim Phillips (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 14, 2020)

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers with reporting obligations under Section 16 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 27, 2023)

Form of Amended and Restated Indemnification Agreement between the Registrant and each of its directors and executive officers with reporting obligations under Section 16 of the Securities Exchange Act of 1934

Composite Sublease Agreement dated August 12, 2024 between Universal Development of Tennessee, LLC and Ford Motor Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)

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and Ford Motor Company (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)

Note Purchase Agreement dated October 22, 2025 between UDOT CTL-Funding, LLC and Wilmington Trust, National Association, as Trustee of the Ford (Stanton, TN) Lease-Backed Pass-Through Trust (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 27, 2025)

Indemnity and Guaranty Agreement dated October 22, 2025 by Universal Logistics Holdings, Inc.

and UDOT-CTL-Fund, LLC for Wilmington Trust, National Association, as Trustee of the Ford (Stanton, TN) Lease-Backed Pass-Through Trust (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 27, 2025)

Securities Trading Policy

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March 16, 2026

/s/ Daniel J.

March 17, 2025

/s/ Clarence W.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis