UNIVERSAL LOGISTICS HOLDINGS, INC. 10-K

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read together with our Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under Item 1A, “Risk Factors.” As previously disclosed in the Company’s Current Report on Form 8-K filed on March 9, 2026 and reflected in Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025, the Company restated its condensed consolidated financial statements for that quarter to correct an error in the goodwill impairment analysis for the intermodal reporting unit. Unless otherwise indicated, the discussion below reflects the corrected financial information. Overview Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the United States and in Mexico and Canada. Our operating subsidiaries provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their global supply chains more efficiently. We market our services through (i) a direct sales and marketing organization focused on large customers in specific industry sectors, (ii) company-managed facilities, and (iii) a contract network of agents who solicit freight business directly from shippers. We operate, manage or provide services at 126 logistics locations in the United States, Mexico and Canada and through our network of agents and owner-operators located throughout the United States and in Ontario, Canada. Fifty of our value-added service operations are located inside customer plants or distribution operations; the remaining facilities are generally located near customer facilities to optimize the efficiency of component supply chains and production processes. Our facilities and services are often directly integrated into customers’ production processes and represent a critical part of their supply chains. To support our flexible operating model, we generally coordinate the duration of real estate leases associated with value-added programs with the term of the related customer contract, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs. We offer a broad range of transportation services using a diverse fleet of tractors and trailing equipment provided by us, our owner-operators and third-party transportation companies. As of December 31, 2025, our owner-operators provided approximately 1,128 tractors and 471 trailers. We owned or leased approximately 3,199 tractors, 4,793 trailers, 3,570 chassis and 94 containers. Our agents and owner-operators are independent contractors who generally earn a commission calculated as a percentage of revenue or gross profit generated, and bring an entrepreneurial approach to growing and servicing customer relationships. Our transportation services are provided through a mix of union and non-union employee drivers, owner-operators, contract drivers, and third-party capacity providers. As of December 31, 2025, we employed approximately 10,525 people in the United States, Mexico and Canada, including approximately 3,880 employees subject to collective bargaining agreements. During 2025, we also engaged contract staffing vendors to supply an average of 46 additional personnel on a full-time-equivalent basis. Our use of agents and owner-operators supports a flexible cost structure and scalable operating model while reducing investment requirements. We believe these benefits are passed on to customers through cost savings and operating efficiency, while also supporting cash generation and returns on invested capital. We believe our business model also provides opportunities to grow through a combination of organic initiatives and acquisitions. Organic growth opportunities include recruiting additional agents and owner-operators, expanding into new and adjacent vertical markets, and increasing penetration with key customers. We also evaluate strategic acquisitions that complement our service offerings, expand our geographic footprint, diversify our customer base, and/or add capabilities that strengthen the resilience of our network. Segments We report our financial results in three reportable segments: contract logistics, intermodal, and trucking. Our contract logistics segment delivers value-added and/or dedicated transportation services to support inbound logistics to industrial customers and major retailers on a contractual basis, generally under terms of one year or longer. Our intermodal segment includes local and regional drayage moves predominantly coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers. Our trucking segment is associated with transactional freight movements coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. 17 Current Economic Conditions and Trends Our results are affected by macroeconomic and industry conditions, including industrial production levels, customer inventory and production strategies, transportation capacity, and pricing dynamics across the freight market. Inflationary pressures and elevated interest rates can negatively affect operating costs and demand levels, and a recessionary environment could depress activity levels and intensify pricing competition. Labor availability and wage pressure, equipment availability, and supply chain disruptions can also affect our operating efficiency and cost structure. In addition, we are exposed to customer and industry-specific cycles, including fluctuations in North American automotive production volumes. A significant labor disruption involving one or more customers, or a disruption in critical supplier networks, can reduce volumes and negatively affect profitability in certain contract logistics and dedicated transportation operations. We continue to monitor these conditions and adjust pricing, staffing levels, purchased transportation utilization, and capital deployment as appropriate. A key challenge in recent periods has been weaker demand and pricing pressure in certain transactional transportation markets, including intermodal drayage, coupled with the fixed-cost intensity of certain operations. These dynamics contributed to the impairment charges recorded during the third quarter of 2025 (discussed below), and remain important factors in evaluating segment performance, capital allocation and liquidity planning. Impairment Charges During the third quarter of 2025, after completing our annual goodwill impairment testing earlier in the year with no impairment noted, we identified triggering events within our intermodal reporting unit. In accordance with ASC 350 and ASC 360, we evaluated certain indefinite-lived and long-lived tangible and intangible assets for impairment and determined that impairment was present. As a result, during the thirteen weeks ended September 27, 2025, we recognized impairment charges totaling $124.4 million, consisting of a $101.1 million goodwill impairment charge and $23.3 million of impairment charges related to certain customer-relationship intangible assets. The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with that segment, and a higher discount rate reflecting company-specific risk. These charges are non-cash and did not affect covenant compliance; however, they reduced reported earnings for the period and reflect management’s updated expectations for the intermodal reporting unit. As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025. The Company previously reported this matter in a Current Report on Form 8-K filed on March 9, 2026 under Item 4.02(a) (Non-Reliance on Previously Issued Financial Statements), and subsequently restated its condensed consolidated financial statements for the quarter ended September 27, 2025 in Amendment No. 1 to its Quarterly Report on Form 10-Q. See Item 8, Note 1 to the Consolidated Financial Statements. The restatement related solely to the goodwill impairment analysis for the intermodal reporting unit as of September 27, 2025 and did not require restatement of previously issued financial statements for any other periods. During the third quarter of 2024, the Company recorded aggregate impairment charges totaling $3.7 million within our former company-managed brokerage reporting segment in connection with the closure of those operations. Factors Affecting Our Revenues Operating Revenues . We generate substantially all of our revenues from fees charged to customers for transporting freight and providing customized logistics services. We also earn revenues from fuel surcharges (where separately identifiable), loading and unloading activities, equipment detention, container management, storage, and other accessorial services. Transactional transportation revenues (including truckload, brokerage, and intermodal) are primarily influenced by freight volumes and shipping rates, which are affected by competition, available capacity, and overall economic conditions. Value-added and dedicated transportation revenues are driven by the level of demand for outsourced logistics services and customer production levels, and are influenced by changes in supply chain requirements, pricing trends, labor availability, and the cost environment. Revenue Recognition . We recognize revenue when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to receive in exchange for our services. For transportation services (including truckload, brokerage, intermodal and dedicated), revenue is generally recognized over time as performance obligations are completed. For value-added services, we generally apply the “right to invoice” practical expedient because the customer simultaneously receives and consumes the benefits of the services as provided. For additional information, see Item 8, Note 3 to the Consolidated Financial Statements. Factors Affecting Our Expenses Purchased transportation and equipment rent . Purchased transportation and equipment rent represents amounts paid to owner-operators and other third-party capacity providers to haul freight, and the cost of short-term leased equipment used in certain services. This is generally our largest cost component and tends to vary with transactional transportation volumes and revenues. Direct personnel and related benefits . Direct personnel and related benefits include salaries, wages and fringe benefits for employees, and contract labor costs used in selling and operating activities. These costs are influenced by staffing levels required to support contract logistics programs and transportation operations with employee drivers, as well as union wage and benefit provisions at certain facilities. 18 Operating supplies and expenses . Operating supplies and expenses include fuel, tires, parts and maintenance items for company-owned and leased equipment, licenses, dock supplies, communications, utilities, operating taxes and other operating expenses. These costs generally correlate with equipment utilization and customer demand and can also be impacted by fuel price volatility and inflationary pressures. Commission expense . Commission expense represents amounts paid to agents for generating shipments. Commissions generally fluctuate with revenue generated through our agent network. Occupancy expense . Occupancy expense includes costs related to leased terminals and operating facilities (excluding utilities unless covered in lease arrangements). We seek to align lease terms with customer contract duration and/or recover fixed occupancy costs in pricing to mitigate exposure. General and administrative expense . General and administrative expense includes compensation and benefits for administrative personnel, related support costs, certain taxes, foreign currency transaction adjustments, bad debt expense, and other general expenses. Insurance and claims . Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts. These costs are affected by claims frequency and severity, insurance market conditions, coverage limits, and retention levels. Depreciation and amortization . Depreciation and amortization includes depreciation of owned equipment and facilities and amortization of certain intangible assets related to acquisitions. Useful lives and salvage values are estimated based on market conditions and experience. Operating Revenues by Service Category For financial reporting, we broadly group our services into truckload services, brokerage services, intermodal services, dedicated services and value-added services. Transactional services are generally associated with individual freight shipments, while dedicated and value-added services are provided to specific customers on a contractual basis, generally under terms of one year or longer. The following table sets forth operating revenues resulting from each of these service categories for the years ended December 31, 2025, 2024, and 2023, presented as a percentage of total operating revenues: Years ended December 31, 2025 2024 2023 Operating revenues: Truckload services 11.7 % 12.7 % 12.9 % Brokerage services 4.7 9.8 14.7 Intermodal services 16.2 16.3 22.5 Dedicated services 21.7 18.6 20.7 Value-added services 45.7 42.6 29.2 Total operating revenues 100.0 % 100.0 % 100.0 % 19 Results of Operations 2025 Compared to 2024 The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2025 and 2024: 2025 2024 Percent Change in Dollar Amount (Dollars in millions) $ % $ % % Operating revenues $ 1,558,397 100.0 % $ 1,846,035 100.0 % (15.6 )% Operating expenses: Purchased transportation and equipment rent 310,435 19.9 482,948 26.2 (35.7 ) Direct personnel and related benefits 685,540 44.0 583,251 31.6 17.5 Operating supplies and expenses 205,364 13.2 293,883 15.9 (30.1 ) Commission expense 17,100 1.1 27,285 1.5 (37.3 ) Occupancy expense 49,391 3.2 44,209 2.4 11.7 General and administrative 54,166 3.5 56,998 3.1 (5.0 ) Insurance and claims 30,090 1.9 26,441 1.4 13.8 Depreciation and amortization 146,247 9.4 124,188 6.7 17.8 Impairment expense 124,411 8.0 3,720 0.2 n/m Total operating expenses 1,622,744 104.1 1,642,923 89.0 (1.2 ) Income (loss) from operations (64,347 ) (4.1 ) 203,112 11.0 (131.7 ) Interest (expense), net (37,807 ) (2.3 ) (30,207 ) (1.6 ) 25.2 Other non-operating income 2,142 0.1 837 0.0 155.9 Income (loss) before income taxes (100,012 ) (6.4 ) 173,742 9.4 (157.6 ) Income tax expense (benefit) (139 ) (0.0 ) 43,835 2.4 (100.3 ) Net income (loss) $ (99,873 ) (6.4 )% $ 129,907 7.0 % (176.9 )% 20 Operating revenues . Operating revenues for the year ended December 31, 2025 were $1,558.4 million, compared to $1,846.0 million in 2024, a decrease of $287.6 million, or 15.6%. The decrease in operating revenues was primarily attributable to a decrease in our contract logistics segment, including decreases in value-added and dedicated programs. This was primarily attributable to the completion of a specialty development program in Stanton, TN in 2024 and decreases in customer production levels. We also experienced decreases in intermodal revenues reflecting continued demand softness and competitive market conditions; and decreases in trucking and brokerage activity. Purchased transportation and equipment rent . Purchased transportation and equipment rent generally increases or decreases in proportion to revenues generated through owner-operators and other third-party capacity providers. During 2025, purchased transportation and equipment rent was $310.4 million, compared to $482.9 million in 2024. The change primarily reflected decreases in transactional transportation-related services. Direct personnel and related benefits . Direct personnel and related benefits include salaries, wages, fringe benefits and contract labor costs. Direct personnel and related benefits for 2025 were $685.5 million, compared to $583.3 million in 2024. The change was primarily attributable to increases in staffing levels supporting contract logistics programs, wage and benefit inflation, and labor utilization adjustments in response to customer demand, operating conditions and mix in program requirements. Operating supplies and expenses . Operating supplies and expenses include fuel, maintenance, cost of materials, communications, utilities and other operating expenses. Operating supplies and expenses for 2025 were $205.4 million, compared to $293.9 million in 2024. The main element driving the decrease was higher expenses incurred in 2024 in connection with the contract logistics specialty development program, which was completed in 2024. Commission expense . Commission expense represents amounts paid to agents for generating shipments and generally fluctuates with revenue generated through our agent network. Commission expense for 2025 was $17.1 million, compared to $27.3 million in 2024, reflecting decreases in agent-sourced transactional volumes. Occupancy expense . Occupancy expense includes costs related to leased terminals and operating facilities. Occupancy expense for 2025 was $49.4 million, compared to $44.2 million in 2024. The change primarily reflected an increase in building rents as well as additional properties. General and administrative expense . General and administrative expense includes compensation and benefits for administrative personnel, related support costs, certain taxes, foreign currency transaction adjustments, bad debt expense, and other general expenses. General and administrative expense for 2025 was $54.2 million, compared to $57.0 million in 2024, primarily due to decreases in compensation, incentive accruals, and professional and administrative support costs. Insurance and claims . Insurance and claims expense includes insurance premiums and accruals for claims within self-insured retention amounts. Insurance and claims expense for 2025 was $30.1 million, compared to $26.4 million in 2024, reflecting increases in insurance premiums. Depreciation and amortization . Depreciation and amortization expense for 2025 was $146.2 million, compared to $124.2 million in 2024. The change was primarily attributable to incremental fixed asset additions, including Parsec. This was partially offset by a $4.8 million decrease in amortization. Impairment expense . During 2025, we recorded non-cash impairment charges within the intermodal reporting segment totaling $124.4 million. These charges consisted of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets. The impairment reflected reduced demand forecasts, margin pressure associated with the fixed-cost structure of the intermodal segment, and an increase in the discount rate reflecting company-specific risk. As a result of the impairment charge, no goodwill remains attributable to the intermodal reporting unit as of December 31, 2025. The impairment charges of $124.4 million recorded during 2025 compare to charges of $3.7 million recorded during 2024 relating to our now-closed company-managed brokerage operation. Income (loss) from operations . During 2025, we incurred an operating loss of $(64.3) million, compared to income from operations of $203.1 million in 2024. Operating margin was (4.1%) in 2025, compared to 11.0% in 2024, reflecting the combined impacts of changes in revenue mix, pricing and utilization dynamics in transactional transportation markets, labor and operating cost trends, and the impairment charges recorded during 2025. Interest expense, net . Net interest expense for 2025 was $37.8 million, compared to $30.2 million in 2024. The increase reflected increases in average outstanding borrowings during the year. Income tax expense (benefit) . Income before income taxes for 2025 was $(100.0) million, compared to $173.7 million in 2024. Net income for 2025 was $(99.9) million, compared to $129.9 million in 2024. The decrease in income taxes is primarily the result of a decrease in taxable income. The decrease in our effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions and the impairment of goodwill. 21 2024 Compared to 2023 The following table sets forth items derived from our Consolidated Statements of Income for the years ended December 31, 2024 and 2023: 2024 2023 Percent Change in Dollar Amount (Dollars in millions) $ % $ % % Operating revenues $ 1,846,035 100.0 % $ 1,662,139 100.0 % 11.1 % Operating expenses: Purchased transportation and equipment rent 482,948 26.2 571,213 34.4 (15.5 ) Direct personnel and related benefits 583,251 31.6 542,779 32.7 7.5 Operating supplies and expenses 293,883 15.9 172,644 10.4 70.2 Commission expense 27,285 1.5 31,370 1.9 (13.0 ) Occupancy expense 44,209 2.4 44,301 2.7 (0.2 ) General and administrative 56,998 3.1 50,189 3.0 13.6 Insurance and claims 26,441 1.4 27,163 1.6 (2.7 ) Depreciation and amortization 124,188 6.7 77,036 4.6 61.2 Impairment expense 3,720 0.2 — — n/m Total operating expenses 1,642,923 89.0 1,516,695 91.2 8.3 Income from operations 203,112 11.0 145,444 8.8 39.6 Interest (expense), net (30,207 ) (1.6 ) (22,753 ) (1.4 ) 32.8 Other non-operating income 837 0.0 1,608 0.1 (47.9 ) Income before income taxes 173,742 9.4 124,299 7.5 39.8 Income tax expense 43,835 2.4 31,398 1.9 39.6 Net income $ 129,907 7.0 % $ 92,901 5.6 % 39.8 % Operating revenues . The overall increase in operating revenues was primarily due to an increase in our contract logistics segment revenues. This increase was partially offset by decreases in our transactional transportation-related services. Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec. Operating revenues included separately-identified fuel surcharges of $97.1 million in the year ended December 31, 2024, compared to $118.3 million in the year ended December 31, 2023. Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024, compared to $58.1 million one year earlier. Purchased transportation and equipment rent . Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers. These fluctuations are generally correlated with changes in demand for transactional transportation-related services. The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services. In the year ended December 31, 2024, transactional transportation-related service revenues decreased 14.0% compared to the prior year. Direct personnel and related benefits . Trends in direct personnel and benefit costs are generally correlated with changes in operating facilities and headcount requirements and, therefore, fluctuate correspondingly with the level of demand for our staffing needs in our contract logistics segment, which includes value-added services and dedicated transportation, as well as the use of employee drivers in certain of our intermodal operations. The increase in the year ended December 31, 2024, was due to an increase in headcount in our contract logistics businesses primarily due to the acquisition of Parsec. While generalizations about the impact of personnel and related benefits costs are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain target economics based on near-term projections of demand for our services. Operating supplies and expenses . Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The main element driving the change was an increase in the expenses incurred in connection with the previously announced contract logistics specialty development project. Commission expense . Commission expense decreased due to decreased revenue in our agency-based truckload business. Occupancy expense . The decrease in occupancy expense was attributable to a decrease in building rents. This was partially offset by an increase in property taxes. General and administrative . The increase in general and administrative expense was primarily due to an increase in salaries, wages, benefits and bonuses. 22 Insurance and claims . The decrease in insurance and claims expense was primarily due to a decrease in auto liability claims expense. Depreciation and amortization . The increase in depreciation and amortization expense resulted from a $38.3 million increase in depreciation expense and an $8.8 million increase in amortization expense. During the first half 2024, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $11.3 million during the period. Impairment expense . The increase in impairment expense primarily relates to the goodwill impairment charges resulting from the closure of our company-managed brokerage operations. Interest expense, net . The increase in net interest expense reflects an increase in our outstanding borrowings. As of December 31, 2024, our outstanding borrowings were $762.6 million compared to $386.4 million at December 31, 2023. Other non-operating income . Other non-operating income decreased by $0.8 million in the year ended December 31, 2024 and included $0.8 million of pre-tax holding gain on marketable securities due to changes in fair value recognized in income. Income tax expense . Our effective income tax rate was 25.2% in year ended December 31, 2024, compared to 25.3% in the year ended December 31, 2023. The increase in income taxes is primarily the result of an increase in taxable income. Segment Financial Results We report our financial results in three reportable segments: contract logistics, intermodal, and trucking. This presentation reflects the manner in which management evaluates performance and allocates resources. The following tables summarize operating revenues and income from operations by segment for the years ended December 31, 2025, 2024 and 2023(in thousands): Operating Revenues December 31, 2025 2024 2023 Contract logistics $ 1,049,484 $ 1,129,658 $ 829,574 Intermodal 257,017 308,744 382,610 Trucking 251,422 331,982 333,211 Other 474 75,651 116,744 Total operating revenues $ 1,558,397 $ 1,846,035 $ 1,662,139 Income from Operations December 31, 2025 2024 2023 Contract logistics $ 82,526 $ 219,084 $ 127,752 Intermodal (162,055 ) (27,741 ) 1,604 Trucking 13,930 20,963 17,258 Other 1,252 (9,194 ) (1,170 ) Total income (loss) from operations $ (64,347 ) $ 203,112 $ 145,444 2025 Compared to 2024 Contract Logistics Operating revenues . Operating revenues in the contract logistics segment were $1,049.5 million for the year ended December 31, 2025, compared to $1,129.7 million in 2024. The decrease was attributable to revenue in the same period last year from our specialty development project in Stanton, TN, which was completed in 2024. This was partially offset by additional revenues from the acquisition of Parsec. Revenue trends also reflected a decrease in value added programs. Income from operations. Income from operations for the contract logistics segment was $82.5 million in 2025, compared to $219.1 million in 2024. Operating margin was 7.9% in 2025, compared to 19.4% in 2024. The change in operating income and margin primarily reflected decreased operating leverage on changes in revenue, changes in labor and occupancy cost management, and decreases in customer activity levels during the period. Intermodal Operating revenues. Operating revenues in the intermodal segment were $257.0 million for the year ended December 31, 2025, compared to $308.7 million in 2024. The change was primarily driven by decreases in load volumes, pricing pressure in a competitive market environment, and decreases in fuel surcharge revenues. 23 Income from operations. Income from operations for the intermodal segment was $(162.1) million in 2025, compared to $(27.7) million in 2024. Results for 2025 reflected decreases in demand and pricing, equipment and labor utilization, and the impact of fixed operating costs relative to volume levels. In addition, during the third quarter of 2025, we recorded non-cash impairment charges totaling $124.4 million within the intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets. These impairment charges significantly reduced reported operating results for the segment but did not affect cash flows or covenant compliance. Excluding the impairment charge, operating results for the intermodal segment reflected continued softness in transactional freight volumes and pricing pressures in the intermodal market. Trucking Operating revenues . Operating revenues in the trucking segment were $251.4 million for the year ended December 31, 2025, compared to $332.0 million in 2024. The change was primarily attributable to decreases in load volumes. Income from operations. Income from operations for the trucking segment was $13.9 million in 2025, compared to $21.0 million in 2024. Operating margin was 5.5% in 2025, compared to 6.3% in 2024. The change in operating income and margin primarily reflected decreased operating leverage on changes in revenue. 2024 Compared to 2023 In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 36.2%. Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec. At the end of the fourth quarter 2024, we managed 90 value-added programs, including 20 new rail terminal operations compared to 71 in the prior year. Included in contract logistics segment revenues for the year ended December 31, 2024, were $36.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $36.3 million in the same period last year. Income from operations increased $91.3 million and operating margin, as a percentage of revenue was 19.4% for the year ended December 31, 2024, compared to 15.4% in the year ended December 31, 2023. Operating revenues in the intermodal segment decreased 19.3% primarily due to a decrease in the average operating revenue per load and the number of loads hauled. Included in intermodal segment revenues for the year ended December 31, 2024 were $40.7 million in separately identified fuel surcharges, compared to $56.5 million in the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024 compared to $58.1 million in the year ended December 31, 2023. Load volumes declined 11.8%, while the average operating revenue per load, excluding fuel surcharges, fell 1.6% on a year-over-year basis. As a percentage of revenue, operating margin in the intermodal segment for the year ended December 31, 2024 was (9.0)%, compared to 0.4% one year earlier. In the trucking segment, operating revenues decreased 0.4% primarily due to a decrease in the number of loads hauled. Trucking segment revenues included $101.3 million of brokerage services compared to $124.3 million during the same period last year. Also included in our trucking segment revenues were $20.0 million in separately identified fuel surcharges during the year ended December 31, 2024 compared to $25.5 million in fuel surcharges in the year ended December 31, 2023. On a year-over-year basis, load volumes declined 12.8%; however, the average operating revenue per load, excluding fuel surcharges, increased 14.7%, supported by our specialty, heavy-haul wind business. As a percentage of revenue, operating margin in the trucking segment for the year ended December 31, 2024, was 6.3% compared to 5.2% during the same period last year. Liquidity and Capital Resources Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service. We may also use cash for acquisitions and other investment and financing activities. Working capital is required principally to support day-to-day operations and to satisfy maturing obligations and operating expenses. Capital expenditures consist primarily of transportation equipment and investments in support of value-added service operations and the expansion of our terminal network. The goodwill impairment charge described above is a non-cash charge and therefore did not affect the Company’s historical cash balances, liquidity, operating cash flows, or compliance with its debt covenants. Sources of liquidity. Historically, our primary source of liquidity has been cash flows from operations, supplemented by borrowings under our revolving credit facility and other long-term financing arrangements. As of December 31, 2025, we had cash and cash equivalents of $26.8 million, compared to $19.4 million as of December 31, 2024, and availability under our revolving credit facility of approximately $282.6 million, compared to $89.1 million at December 31, 2024. We have a $500 million revolving credit facility that matures on September 30, 2027 that includes an accordion feature which allows us to increase availability by up to an additional $100 million upon our request. We also finance transportation equipment through equipment notes generally secured by liens on specific vehicles and payable in monthly installments. In addition, we have a $165.4 million term loan facility maturing in April 2032, secured by first-priority mortgages on specified real estate, and we maintain a short-term margin facility secured by our portfolio of marketable securities with maximum borrowings of $5.3 million. 24 In October 2025, we completed a credit tenant lease (“CTL”) financing transaction through a wholly owned subsidiary. The subsidiary issued a senior secured promissory note in the principal amount of approximately $195.9 million. The note bears interest at a fixed rate of 6.84% per annum and requires monthly payments of principal and interest, with the remaining balance due at maturity in November 2034. The financing is secured by the subsidiary’s subleasehold interest in the underlying property pursuant to a composite sublease agreement with an investment-grade credit tenant, which has been collaterally assigned to the noteholder. In connection with the financing, Universal Logistics Holdings, Inc. executed an indemnity and guaranty agreement, pursuant to which it provides customary non-recourse carve-out and indemnity obligations relating to certain actions of the borrower and its affiliates, including payment of any shortfall and make-whole amounts that are due upon occurrence of the credit tenant’s prepayment of rent, acts of bad faith, misapplication of rents, and environmental matters. Debt service on the CTL financing is intended to be funded from rent payments made by the credit tenant under the composite sublease agreement. The obligations under the promissory note are non-recourse to the Company and its affiliates, except for the customary non-recourse carve-out and indemnity obligations. The CTL financing is secured solely by the collateral described above and is not secured by the assets pledged under our revolving credit facility. If the credit tenant fails to pay rent under the composite sublease agreement, neither the subsidiary nor the Company is obligated to advance funds or otherwise cure such non-payment, and the noteholder’s recourse is limited to the collateral, subject to the limited guaranty and environmental indemnity. We do not control whether the credit tenant elects to prepay rent under the composite sublease agreement. As of December 31, 2025, we were in compliance with all financial covenants and had approximately $282.6 million of availability under our revolving credit facility. Our capital allocation priorities include maintaining financial flexibility, investing in organic growth, pursuing acquisitions that complement our service offerings, and returning capital to stockholders through dividends. We believe our available liquidity, together with cash flows generated from operations, will be sufficient to fund our working capital needs, capital expenditures, debt service requirements, and dividend payments for at least the next twelve months. Indebtedness and covenant monitoring. As of December 31, 2025, total outstanding borrowings were $802.3 million, compared to $762.6 million at December 31, 2024. Outstanding indebtedness included borrowings under our revolving credit facility, equipment financing arrangements, a term loan facility secured by real estate, and approximately $193.3 million of CTL financing. The CTL financing is non-recourse to the Company and its affiliates, except for limited guaranty and indemnity obligations, and is secured by a leased property supported by rental payments from an investment-grade credit tenant. Although we were in compliance with all financial covenants as of December 31, 2025, our credit agreements and other financing arrangements include financial covenants and other restrictions that require ongoing monitoring, including with respect to liquidity levels, fixed charge coverage ratios, total debt covenants, and other measures. Given the sensitivity of covenant calculations to operating performance, working capital changes, and interest rates, we monitor compliance on a frequent basis and may take actions to manage liquidity and covenant headroom, including adjusting discretionary spending, capital expenditures, dividend policy, share repurchases, and the timing of equipment purchases or other investments. See Item 8, Note 9 to the Consolidated Financial Statements. We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future. However, our ability to fund operating expenses and capital expenditures, meet debt service obligations, and refinance or extend indebtedness depends on operating performance, market conditions, and other factors, including macroeconomic conditions and transportation market cycles, that are outside of our control. Capital expenditures. In 2025, capital expenditures totaled $224.2 million, compared to $251.6 million in 2024. Capital expenditures during 2025 primarily consisted of investments in transportation equipment and expenditures in support of value-added programs and terminal network initiatives. For 2026, we currently expect capital expenditures to be approximately $150.0 million; however, actual spending may vary based on demand, equipment availability, pricing conditions, and liquidity and covenant considerations. Cash Flows At December 31, 2025, we had cash and cash equivalents of $26.8 million, compared to $19.4 million at December 31, 2024. Net cash provided by operating activities was $183.0 million in 2025, compared to $112.4 million in 2024. Net cash used in investing activities was $203.4 million in 2025, compared to $462.9 million in 2024. Net cash provided by financing activities was $26.1 million in 2025, compared to $365.0 million in 2024. The year-over-year changes primarily reflected (i) changes in operating income and working capital, (ii) capital expenditures and acquisition activity, and (iii) net borrowings under credit facilities and equipment financing, including proceeds from long-term financing transactions such as the CTL financing completed in October 2025, along with dividends and any share repurchases. Off-Balance Sheet Arrangements As of December 31, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources. 25 Contractual Obligations As of December 31, 2025, we had contractual obligations related to long-term debt, leases and purchase commitments. We satisfy these obligations through a combination of operating cash flows and available financing. For additional information, see Item 8, Note 9 (Debt and Credit Facilities), Note 13 (Leases), and Note 16 (Commitments and Contingencies). Legal Matters We are subject to various legal proceedings and other contingencies, the outcomes of which are subject to significant uncertainty. We accrue estimated losses if it is probable that a liability has been incurred and the amount can be reasonably estimated. The outcome of legal proceedings is inherently uncertain; accordingly, if outcomes differ from our expectations, we may be required to record additional charges, which could impact our results of operations and financial position in the period resolved. See Item 8, Note 16 to the Consolidated Financial Statements. Critical Accounting Policies Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting policies are those that are important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective or complex judgments, often because of the need to make estimates about inherently uncertain matters. We identify the following as critical accounting policies: Insurance and Claim Costs As of December 31, 2025, accruals for estimated claims net of insurance receivables were $10.2 million compared to $13.3 million at December 31, 2024; based on the 2025 reserve for claims incurred but not reported, a 10% increase would increase insurance and claims expense by approximately $0.4 million. Valuation of Long-Lived Assets, including Goodwill and Intangible Assets As of December 31, 2025 and 2024, goodwill balances were $105.6 million and $206.8 million, respectively. The decrease in goodwill primarily reflects the goodwill impairment charge recorded in the Company’s intermodal reporting unit during 2025. We test goodwill for impairment annually, and more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We perform our annual goodwill impairment test during the third quarter. The determination of fair value requires estimates and assumptions regarding future revenues, operating income, discount rates and market multiples. These estimates are inherently uncertain, and adverse changes could result in impairment charges that are material. During the third quarter of 2025, we recognized impairment charges totaling $124.4 million within our intermodal reporting unit, consisting of a $101.1 million goodwill impairment charge and $23.3 million related to certain customer-relationship intangible assets, as described above. During the third quarter of 2024, we recorded aggregate goodwill impairment charges totaling $3.5 million within our former company-managed brokerage reporting segment in connection with the closure of those operations. See Item 8, Note 1 to the Consolidated Financial Statements. We evaluate long-lived assets (other than goodwill) for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Any changes in management’s judgments regarding projected cash flows, useful lives, or salvage values could result in changes in depreciation and amortization expense or additional impairment charges. Recently Issued Accounting Pronouncements Not Currently Effective See Item 8: Note 2 to the Consolidated Financial Statements for discussion of new accounting pronouncements. ITEM 7A: QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our principal exposure to interest rate risk relates to outstanding borrowings under our revolving credit facility, term loan agreements, real estate facility, and margin facility, all of which bear interest at variable rates. Borrowings under our credit facilities generally bear interest at Term SOFR or an applicable base rate, plus an applicable margin. Borrowings under our margin facility bear interest at Term SOFR plus 1.10%. As of December 31, 2025, we had total variable-rate borrowings of approximately $336.2 million. Assuming variable-rate debt levels remain constant for a full year, a hypothetical 100 basis point increase in interest rates would increase our annual interest expense by approximately $3.4 million. Actual impacts could differ based on changes in borrowing levels, interest rate indices, applicable margins, and the timing of rate changes. 26 In connection with our real estate facility, we have entered into interest rate swap agreements intended to reduce exposure to variability in interest rates. Under these swap agreements, we receive interest at Term SOFR and pay a fixed rate of 2.88%. The swaps have an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of approximately $63.3 million as of December 31, 2025. At December 31, 2025, the fair value of the interest rate swap agreements was a net asset of approximately $0.3 million. Because the swap agreements qualify for hedge accounting, changes in fair value are recorded in accumulated other comprehensive income (loss), net of tax. Included in cash and cash equivalents is approximately $4 thousand invested in short-term, investment-grade instruments. The interest rates on these instruments are adjusted to market rates at least monthly, and we generally have the ability to redeem these investments on demand. Accordingly, exposure to interest rate risk related to these short-term investments is not considered material. Commodity Price Risk We are exposed to commodity price risk primarily related to fluctuations in diesel fuel prices. In our trucking and intermodal operations, fuel costs represent a significant operating expense. For owner-operators, fuel costs are generally borne directly by the contractor. Fuel prices are subject to significant volatility due to economic, geopolitical, regulatory, and other factors beyond our control. To mitigate the impact of fuel price fluctuations, we generally seek to recover fuel cost changes through fuel surcharge mechanisms in customer pricing. These arrangements may not fully offset fuel price volatility, particularly during periods of rapid or sustained changes in market fuel prices. Significant increases in fuel costs could adversely affect the economics of owner-operator arrangements, which in turn could impact our ability to attract or retain qualified owner-operators. In addition, a portion of our transportation service contracts do not contain automatic fuel surcharge mechanisms. For these contracts, fuel price increases or decreases may affect margins, particularly during periods of short-term volatility. Based on our 2025 fuel consumption on company-owned tractors, a hypothetical 10% increase in the average annual price per gallon of diesel fuel would increase annual fuel expense by approximately $5.2 million, before giving effect to any fuel surcharge recovery, pricing adjustments, or changes in customer mix. Equity Securities Risk We hold certain marketable equity securities that are actively traded, which subjects us to market risk associated with changes in fair market value. As of December 31, 2025, the carrying value of our marketable equity securities was approximately $10.4 million. Changes in the market value of these securities are reflected in earnings. A hypothetical 10% decrease in the market value of these equity securities would result in a corresponding decrease in their carrying value of approximately $1.0 million. For additional information regarding our marketable equity securities, see Item 8, Note 4 to the Consolidated Financial Statements. Foreign Exchange Risk A portion of our revenues and expenses are denominated in currencies other than the U.S. dollar, primarily the Mexican peso and Canadian dollar. For the years ended December 31, 2025 and 2024, approximately 4.0% and 3.0%, respectively, of our revenues were derived from services provided outside the United States. Our exposure to foreign currency exchange rate risk arises primarily from the translation of the financial statements of our foreign subsidiaries into U.S. dollars and, to a lesser extent, from cross-border transactions. A substantial portion of our revenues and operating costs in Mexico and Canada are denominated in local currencies, which provides a natural hedge against foreign currency fluctuations. Based on 2025 expenditures denominated in foreign currencies, a hypothetical 10% weakening of the U.S. dollar relative to the applicable foreign currencies would increase annual operating expenses by approximately $5.6 million. Translation adjustments related to our net investments in foreign operations are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. For the year ended December 31, 2025, foreign currency translation adjustments increased (decreased) equity by approximately $4.8 million. We do not enter into derivative financial instruments for trading or speculative purposes. Short-term exposure to foreign currency exchange rate fluctuations relates primarily to intercompany transactions, which are generally settled on an ongoing basis to limit exposure. 27 ITEM 8: F INANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Universal Logistics Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Universal Logistics Holdings, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2026 expressed an adverse opinion. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessments - Contract Logistics and Intermodal reporting units As described further in Note 1 to the consolidated financial statements, the Company tests goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. The Company’s consolidated goodwill balance was $105.6 million as of December 31, 2025, which is allocated to the Company’s three reporting units. At December 31, 2025, $95.8 million of goodwill was recorded in the Contract Logistics reporting units. During the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $101.1 million in the Intermodal reporting unit. We identified the goodwill impairment assessments of the Contract Logistics and Intermodal reporting units as a critical audit matter. The principal consideration for our determination that the goodwill impairment assessments for the Contract Logistics and Intermodal reporting units is a critical audit matter is that there is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units. The fair value estimate is sensitive to significant assumptions made by management in the discounted cash flow analyses specifically, forecasts of future revenue and operating income and discount rates. 28 Our audit procedures related to the goodwill impairment assessments of the Contract Logistics and Intermodal reporting units included the following, among others: • We compared management’s forecasts of future revenue and operating income to third-party industry projections and compared the Company’s historical operating forecasts to the actual results in prior periods. • We utilized a valuation specialist to assess the reasonableness of the discount rates used in the models. The valuation specialist used external data to determine a range of appropriate inputs and assumptions to assess the reasonableness of the discount rate utilized in management’s models. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2021. Southfield, Michigan March 16, 2026 29 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated B alance Sheets December 31, 2025 and 2024 (In thousands, except share data) Assets 2025 2024 Current assets: Cash and cash equivalents $ 26,846 $ 19,351 Marketable securities 10,351 11,590 Accounts receivable – net of allowance for credit losses of $ 3,908 and $ 7,806 , respectively 261,337 293,646 Contract receivable 29,026 29,026 Other receivables 28,440 30,174 Prepaid expenses and other 25,811 24,688 Due from affiliates 1,031 1,338 Total current assets 382,842 409,813 Property and equipment, net 819,495 742,366 Operating lease right-of-use asset 169,362 74,003 Goodwill 105,618 206,756 Intangible assets – net of accumulated amortization of $ 80,304 and $ 155,290 , respectively 108,613 150,926 Contract receivable, net of current portion 182,580 198,059 Deferred income taxes 1,092 329 Other assets 2,386 4,585 Total assets $ 1,771,988 $ 1,786,837 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 61,053 $ 59,977 Current portion of long-term debt 114,850 88,812 Current portion of operating lease liabilities 29,376 28,563 Accrued expenses and other current liabilities 59,475 70,744 Insurance and claims 28,130 32,837 Due to affiliates 17,160 23,258 Income taxes payable 8,050 377 Total current liabilities 318,094 304,568 Long-term liabilities: Long-term debt, net of current portion 682,721 670,273 Operating lease liability, net of current portion 144,425 50,788 Deferred income taxes 82,398 109,012 Other long-term liabilities 3,995 5,173 Total long-term liabilities 913,539 835,246 Stockholders' equity: Common stock, no par value. Authorized 100,000,000 shares; 26,336,137 and 26,319,754 shares issued; 26,330,058 and 26,317,326 shares outstanding, respectively 26,336 26,320 Paid-in capital 5,457 5,016 Treasury stock, at cost; 6,079 and 2,428 shares ( 192 ) ( 107 ) Retained earnings 512,088 623,018 Accumulated other comprehensive income (loss): Interest rate swaps, net of income taxes of $ 96 and $ 412 , respectively 245 1,177 Foreign currency translation adjustments ( 3,579 ) ( 8,401 ) Total stockholders’ equity 540,355 647,023 Total liabilities and stockholders’ equity $ 1,771,988 $ 1,786,837 See accompanying notes to consolidated financial statements. 30 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Stat ements of Income Years ended December 31, 2025, 2024 and 2023 (In thousands, except per share data) 2025 2024 2023 Operating revenues: Truckload services, including related party amounts of $ 2,909 , $ 4,120 and $ 6,682 , respectively $ 182,905 $ 234,397 $ 213,874 Brokerage services 73,913 181,259 244,024 Intermodal services 252,095 300,721 374,667 Dedicated services 337,919 344,210 343,543 Value-added services 711,565 785,448 486,031 Total operating revenues 1,558,397 1,846,035 1,662,139 Operating expenses: Purchased transportation and equipment rent, including related party amounts of $ 18 , $ 147 and $ 316 , respectively 310,435 482,948 571,213 Direct personnel and related benefits, including related party amounts of $ 75,224 , $ 63,143 and $ 54,169 , respectively 685,540 583,251 542,779 Operating supplies and expenses, including related party amounts of $ 9,060 , $ 19,248 and $ 9,221 , respectively 205,364 293,883 172,644 Commission expense 17,100 27,285 31,370 Occupancy expense, including related party amounts of $ 17,938 , $ 14,174 and $ 13,649 , respectively 49,391 44,209 44,301 General and administrative, including related party amounts of $ 11,276 , $ 12,280 and $ 12,396 , respectively 54,166 56,998 50,189 Insurance and claims, including related party amounts of $ 16,898 , $ 17,855 and $ 16,739 , respectively 30,090 26,441 27,163 Depreciation and amortization 146,247 124,188 77,036 Impairment expense 124,411 3,720 — Total operating expenses 1,622,744 1,642,923 1,516,695 Income (loss) from operations ( 64,347 ) 203,112 145,444 Interest income 11,210 4,268 1,454 Interest expense ( 49,017 ) ( 34,475 ) ( 24,207 ) Other non-operating income 2,142 837 1,608 Income (loss) before income taxes ( 100,012 ) 173,742 124,299 Income tax expense (benefit) ( 139 ) 43,835 31,398 Net income (loss) $ ( 99,873 ) $ 129,907 $ 92,901 Earnings per common share: Basic $ ( 3.79 ) $ 4.94 $ 3.53 Diluted $ ( 3.79 ) $ 4.93 $ 3.53 Weighted average number of common shares outstanding: Basic 26,328 26,315 26,284 Diluted 26,339 26,348 26,308 Dividends declared per common share $ 0.42 $ 0.42 $ 0.42 See accompanying notes to consolidated financial statements. 31 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Statements of Comprehensive Income Years ended December 31, 2025, 2024 and 2023 (In thousands) 2025 2024 2023 Net income (loss) $ ( 99,873 ) $ 129,907 $ 92,901 Other comprehensive income (loss): Unrealized changes in fair value of interest rate swaps, net of income taxes of $( 316 ), $( 44 ) and $( 269 ), respectively ( 932 ) ( 173 ) ( 806 ) Foreign currency translation adjustments 4,822 ( 4,528 ) 4,085 Total other comprehensive income (loss) 3,890 ( 4,701 ) 3,279 Total comprehensive income (loss) $ ( 95,983 ) $ 125,206 $ 96,180 See accompanying notes to consolidated financial statements. 32 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Statem ents of Cash Flows Years ended December 31, 2025, 2024 and 2023 (In thousands) 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 99,873 ) $ 129,907 $ 92,901 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 146,247 124,188 77,036 Noncash lease expense 29,957 31,073 30,376 Impairment expense 124,411 3,720 — Amortization of debt issuance costs 1,016 964 808 Gain on marketable equity securities ( 1,745 ) ( 838 ) ( 1,041 ) Loss (gain) on disposal of property and equipment 4 1,675 ( 1,650 ) Write-off of debt issuance costs 243 — — Stock-based compensation 457 779 262 Provision for credit losses 249 ( 353 ) 3,773 Deferred income taxes ( 27,378 ) 30,341 10,151 Change in assets and liabilities: Trade and other accounts receivable 32,546 35,984 62,503 Contract receivable, prepaid expenses and other assets 17,946 ( 218,081 ) ( 1,810 ) Principal reduction in operating lease liabilities ( 30,501 ) ( 32,035 ) ( 30,633 ) Accounts payable, accrued expenses, income taxes payable, insurance and claims and other current liabilities ( 3,565 ) 4,468 ( 29,827 ) Due to/from affiliates, net ( 5,791 ) 1,893 376 Other long-term liabilities ( 1,177 ) ( 1,314 ) ( 2,979 ) Net cash provided by operating activities 183,046 112,371 210,246 Cash flows from investing activities: Capital expenditures ( 224,175 ) ( 251,603 ) ( 240,554 ) Proceeds from the sale of property and equipment 17,744 4,446 3,513 Proceeds from sale of marketable securities 2,984 19 269 Acquisition of businesses, net of cash — ( 215,760 ) — Net cash used in investing activities ( 203,447 ) ( 462,898 ) ( 236,772 ) Cash flows from financing activities: Proceeds from borrowing - revolving debt 561,005 676,028 202,283 Repayments of debt - revolving debt ( 654,476 ) ( 387,111 ) ( 180,349 ) Proceeds from borrowing - term debt 281,318 191,438 56,186 Repayments of debt - term debt ( 148,207 ) ( 104,158 ) ( 74,557 ) Dividends paid ( 11,057 ) ( 11,053 ) ( 11,040 ) Purchases of treasury stock ( 85 ) ( 107 ) ( 134 ) Capitalized financing costs ( 2,413 ) — ( 947 ) Net cash provided by (used in) financing activities 26,085 365,037 ( 8,558 ) Effect of exchange rate changes on cash and cash equivalents 1,811 ( 7,670 ) 414 Net increase (decrease) in cash 7,495 6,840 ( 34,670 ) Cash and cash equivalents – January 1 19,351 12,511 47,181 Cash and cash equivalents – December 31 $ 26,846 $ 19,351 $ 12,511 See accompanying notes to consolidated financial statements. 33 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Statements of Cash Flows - Continued Years ended December 31, 2025, 2024 and 2023 (In thousands) 2025 2024 2023 Supplemental cash flow information: Cash paid for interest $ 47,979 $ 33,389 $ 23,399 Cash paid for income taxes $ 20,466 $ 18,590 $ 25,412 Acquisition of businesses: Fair value of assets acquired, net of cash $ — $ 230,391 $ — Liabilities assumed — ( 14,631 ) — Net cash paid of acquisitions of businesses $ — $ 215,760 $ — Non-cash operating and investing activities: During the year ended December 31, 2025, the Company had non-cash activities resulting from $ 4.3 million of property and equipment purchases included in accounts payable at the end of the period. See accompanying notes to consolidated financial statements. 34 UNIVERSAL LOGISTICS HOLDINGS, INC. Consolidated Statements of Stockholders’ Equity Years ended December 31, 2025, 2024 and 2023 (In thousands, except per share data) Common stock Paid-in capital Treasury stock Retained earnings Accumulated other comprehensive income (loss) Total Balances – December 31, 2022 $ 30,997 $ 4,852 $ ( 96,706 ) $ 513,589 $ ( 5,802 ) $ 446,930 Net income — — — 92,901 — 92,901 Other comprehensive income — — — — 3,279 3,279 Dividends paid ($ 0.42 per share) — — — ( 11,040 ) — ( 11,040 ) Stock based compensation 11 251 — — — 262 Purchases of treasury stock — — ( 134 ) — — ( 134 ) Balances – December 31, 2023 $ 31,008 $ 5,103 $ ( 96,840 ) $ 595,450 $ ( 2,523 ) $ 532,198 Net income — — — 129,907 — 129,907 Other comprehensive (loss) — — — — ( 4,701 ) ( 4,701 ) Dividends paid ($ 0.42 per share) — — — ( 11,053 ) — ( 11,053 ) Stock based compensation 35 744 — — — 779 Retirement of treasury stock ( 4,723 ) ( 831 ) 96,840 ( 91,286 ) — — Purchases of treasury stock — — ( 107 ) — — ( 107 ) Balances – December 31, 2024 $ 26,320 $ 5,016 $ ( 107 ) $ 623,018 $ ( 7,224 ) $ 647,023 Net (loss) — — — ( 99,873 ) — ( 99,873 ) Other comprehensive (loss) — — — — 3,890 3,890 Dividends paid ($ 0.42 per share) — — — ( 11,057 ) — ( 11,057 ) Stock based compensation 16 441 — — — 457 Purchases of treasury stock — — ( 85 ) — — ( 85 ) Balances – December 31, 2025 $ 26,336 $ 5,457 $ ( 192 ) $ 512,088 $ ( 3,334 ) $ 540,355 See accompanying notes to consolidated financial statements. 35 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2025, 2024 and 2023 (1) Summary of Significant Accounting Policies (a) Business Universal Logistics Holdings, Inc. (“Universal” or the “Company”) is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico and Canada. Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including value-added, dedicated, intermodal and trucking services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost model. (b) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Our fiscal year consists of four quarters, each with thirteen weeks. The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended December 31, 2025. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or stockholders’ equity as previously reported. During the first quarter of 2025, the Company identified certain triggering events related to its intermodal reporting segment. In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present. During the third quarter of 2025, the Company completed its annual goodwill impairment tests noting no impairment. In August 2025, the Company identified certain triggering events related to its intermodal reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and concluded that an impairment was present. As a result, during the thirteen weeks ended September 27, 2025 we recognized impairment charges totaling $ 124.4 million which consisted of a $ 101.1 million of goodwill impairment charge and $ 23.3 million of impairment charges related to certain customer-relationship intangible assets. The valuation of the intermodal reporting unit reflected a reduced demand forecast, lower margins due to the high fixed costs associated with this segment, and a higher discount rate to reflect the company specific risk associated with this reporting unit. In August 2024, the Company closed its company-managed brokerage operations in Nashville, TN. During the quarter ended September 28, 2024, the Company incurred pre-tax losses of approximately $ 8.6 million related to these operations. Included in the consolidated statements of income in 2024 were $ 1.4 million of severance costs recorded in direct personnel and related benefits, $ 2.8 million of non-cash impairment charges recorded in impairment expense, and $ 2.4 million of other closing related costs recorded in operating supplies and expenses. During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment and recorded an additional goodwill impairment charge of $ 0.9 million during the quarter ended September 28, 2024. Total goodwill impairment charges recorded during the third quarter of 2024, including in connection with the closure of our company-managed brokerage operations, were $ 3.5 million. In June 2024, the Company revised the estimated useful life and salvage values of certain property and equipment. The change resulted in additional depreciation expense of $ 11.3 million recorded during the quarter ended June 29, 2024. During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present. After performing the evaluation, it was determined that a change in the estimated useful lives of certain definite lived intangible assets was appropriate and was adjusted during the period. The change resulted in additional amortization expense of $ 8.9 million recorded during the year ended December 31, 2024. 36 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (1) Summary of Significant Accounting Policies—continued (b) Basis of Presentation—continued During the first quarter of 2024, we retired 4,722,877 shares of our treasury stock. Upon retirement of the treasury shares, we allocated the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital was determined by applying the average paid-in capital per share, and the remaining portion was recorded to retained earnings. There was no effect on the Company’s overall equity position due to the retirement of treasury shares. The Company accounts for treasury stock using the cost method. Current Economic Conditions The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can have on our operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase. (c) Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those estimates. (d) Cash and Cash Equivalents We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At times cash held at banks may exceed FDIC insured limits. (e) Marketable Securities Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2025 and 2024, the Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income. See Note 4 “Marketable Securities” for further information on our portfolio. (f) Accounts Receivable Accounts receivable are recorded at the net invoiced amount, net of an allowance for credit losses, and do not bear interest. They include amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates. 37 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (1) Summary of Significant Accounting Policies—continued (g) Inventories Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2025 2024 Finished goods $ 8,451 $ 6,609 Raw materials and supplies 1,442 1,660 Total $ 9,893 $ 8,269 (h) Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 The amounts recorded for depreciation expense were $ 129.6 million, $ 102.7 million, and $ 64.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles. (i) Intangible Assets Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, non-competition agreements, and trademarks that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three to nineteen years . Our identifiable intangible assets as of December 31, 2025 and 2024 are as follows (in thousands): 2025 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite Lived Intangibles: Agent and customer relationships $ 150,902 $ 52,674 $ 98,228 $ 258,746 $ 124,467 $ 134,279 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 5,500 2,292 3,208 9,500 4,458 5,042 Non-compete agreements 9,415 2,238 7,177 14,870 3,265 11,605 Trademarks 2,500 2,500 — 2,500 2,500 — Total Identifiable Intangible Assets $ 188,917 $ 80,304 $ 108,613 $ 306,216 $ 155,290 $ 150,926 38 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (1) Summary of Significant Accounting Policies—continued (i) Intangible Assets—continued Estimated amortization expense by year is as follows (in thousands): 2026 $ 11,304 2027 10,918 2028 9,684 2029 9,349 2030 8,231 Thereafter 59,127 Total $ 108,613 As described in Note 1, “Basis of Presentation”, the Company identified certain triggering events related to its intermodal reporting segment. As a result, we recorded $ 23.3 million of impairment charges related to certain customer-relationship intangible assets during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment. The amounts recorded for amortization expense were $ 16.7 million, $ 21.5 million, and $ 12.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. (j) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other ”, we are required to test goodwill for impairment annually (in our third fiscal quarter) or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill. During the third quarter of 2025, we completed our goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill. The determination of the fair value of the reporting units requires us to make estimates and assumptions related to future revenue, operating income and discount rates. Based on the results of this test, no impairment loss was recognized. Subsequently, in August 2025, the Company identified certain triggering events related to its intermodal reporting segment. As described in Note 1, “Basis of Presentation”, we recorded $ 101.1 million of goodwill impairment charges during the thirteen weeks ended September 27, 2025 related to the intermodal reporting segment. As also described in Note 1, “Basis of Presentation”, we recorded aggregate impairment charges of $ 3.5 million during the thirteen weeks ended September 28, 2024 related to reporting units within our former company-managed brokerage segment. 39 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): Balance as of January 1, 2024 $ 170,730 Acquisition of business 39,493 Goodwill impairment ( 3,467 ) Balance as of December 31, 2024 206,756 Goodwill impairment ( 101,138 ) Balance as of December 31, 2025 $ 105,618 At both December 31, 2025 and 2024, $ 95.8 million of goodwill was recorded in our contract logistics segment and $ 9.8 million in our trucking segment, respectively. At December 31, 2025 and 2024, $ 0 and $ 101.1 million of goodwill was recorded in our intermodal segment, respectively . (k) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. (l) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2024 had contingent consideration arrangements. (m) Fair Value of Financial Instruments For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our fixed rate promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. See Note 10 “Fair Value Measurement and Disclosures” for further information. (n) Deferred Compensation Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual installments over a three to five-year period. All bonus amounts earned by and due to employees in the current year are included in accrued expenses and other current liabilities. Those that are payable in subsequent years are included in other long-term liabilities. 40 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 Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known. (p) Revenue Recognition Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include lift services, special project development, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $ 79.6 million, $ 97.1 million and $ 118.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, are included in operating revenues. See Note 3, “ Revenue Recognition ,” for more information on revenue recognition. (q) Insurance and Claims Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. 41 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (1) Summary of Significant Accounting Policies—continued (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. (s) Income Taxes Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2022. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2021 and 2020, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses. (t) Foreign Currency Translation The financial statements of the Company’s subsidiaries operating in Mexico and Canada are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. (u) Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the automotive, retail and consumer goods, metals, energy and manufacturing industries. During the fiscal years ended December 31, 2025, 2024 and 2023, aggregate sales in the automotive industry totaled 45 %, 47 % and 43 % of revenue, respectively. In 2025, 2024 and 2023, General Motors accounted for approximately 25 %, 18 % and 20 % of our total operating revenues, respectively, and Ford accounted for approximately 6 %, 17 % and 6 %, respectively. In 2025, 2024 and 2023, sales to our top 10 customers, including General Motors and Ford, totaled 59 %, 56 % and 48 %, respectively . (2) Recent Accounting Pronouncements Adoption of New Accounting Standard In December 2023, the FASB issued ASU 2023-09 , Improvements to Income Tax Disclosures (Topic 740). The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction. We adopted this standard on a retrospective basis to all prior periods presented. See Note 12 "Income Taxes" for further information. 42 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (2) Recent Accounting Pronouncements—continued Accounting Pronouncements Issued but Not Yet Effective In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. (3) Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers. The Company broadly groups its services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income. Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries. To complement our available capacity, we also provide customers with freight brokerage services by utilizing third-party transportation providers to move freight. Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer. Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area. Transportation services are short-term in nature; agreements governing their provision generally have a term of one year or less. They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service. We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. Value-added services, which are typically dedicated to individual customer requirements, include lift services, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development. Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries. Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components. 43 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (3) Revenue Recognition—continued In 2024, value-added services included a specialty project development for a specific customer. The specialty project development service was accounted for as a single unit of account (i.e., as a single performance obligation), which was completed in 2024. Revenue was recognized over time as the Company transferred control of the project to the customer. Because we transferred control of the project over time, we recognized revenue to the extent of our progress towards completion of our performance obligations. We use the cost-to-cost method for these contracts, which measures progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion for the applicable performance obligation. Incurred cost represented work performed, which corresponds with and thereby best represents the transfer of control to the customer. Revenue, including estimated fees or profits, was recorded proportionately as costs were incurred. Cost of operations consists of labor, materials, subcontractor costs, and other direct and indirect costs, and we included them in operating supplies and expenses on the consolidated statements of income. The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands): 2025 2024 Prepaid expenses and other - contract assets $ 287 $ 727 Contract assets in the table above relates to revenue in-transit at the end of the reporting period. We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. As it relates to our specialty development project contract receivable, we will receive payments in 120 equal monthly installments. During the years ended December 31, 2025 and 2024, we recorded $ 11.1 million and $ 4.0 million of interest income, respectively, related to the specialty development project contract receivable. As of December 31, 2023, the contract asset balance was $ 0.7 million. See Note 18 “Segment Reporting” for additional information on revenue reported by segment and by geographic region. (4) Marketable Securities Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 10 "Fair Value Measurement and Disclosures. The following table sets forth market value, cost, and unrealized gains on equity securities at December 31 (in thousands): 2025 2024 Fair value $ 10,351 $ 11,590 Cost basis 5,335 7,264 Unrealized gains $ 5,016 $ 4,326 The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands): 2025 2024 Gross unrealized gains $ 5,259 $ 4,926 Gross unrealized losses ( 243 ) ( 600 ) Net unrealized gains $ 5,016 $ 4,326 44 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (4) Marketable Securities—continued The following table shows the Company’s net realized gains on marketable equity securities (in thousands): 2025 2024 2023 Realized gain Sale proceeds $ 2,984 $ 19 $ 269 Cost basis of securities sold 2,547 17 27 Realized gain $ 437 $ 2 $ 242 Realized gain, net of taxes $ 436 $ 1 $ 181 During the years ended December 31, 2025, 2024 and 2023, our marketable equity securities portfolio experienced net unrealized pre-tax gains in market value of approximately $ 1,308,000 , $ 836,000 and $ 799,000 , respectively, which were reported in other non-operating income for the period. (5) Acquisitions On September 30, 2024 , the Company acquired all of the outstanding equity interest of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd. (collectively, “Parsec”). Parsec is a provider of lift services to Class I, regional, and short-line railroads across North America. The cash purchase price was $ 208.4 million, subject to customary post-closing adjustments. Parsec operates within the Company's contract logistics segment. The Company borrowed funds from its existing Revolving Credit Facility to finance the acquisition. We incurred approximately $ 1.3 million of transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income. On September 13, 2024 , the Company acquired certain assets of East Texas Heavy Haul, Inc. (“ETHH”), through a limited asset purchase agreement. We expect the acquisition of ETHH to strategically enhance our specialized heavy-haul wind transportation business and provide for a direct relationship with ETHH’s customer base. The total cash purchase price was $ 7.5 million. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition. We incurred approximately $ 0.1 million of transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income. In connection with the acquisition, the Company also entered into independent contractor agreements with certain sellers pursuant to which sellers may earn commissions totaling $ 5.0 million, subject to reaching certain milestones. The Company accounted for the acquisitions in accordance with ASC 805, “Business Combinations.” Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill. The goodwill recorded is included in our contract logistics segment and is non-deductible for income tax purposes. For each acquisition, the purchase price was allocated to major classes of assets acquired and liabilities assumed at estimated fair values as of the acquisition date. The allocation of the purchase price in each transaction is as follows (in thousands): Parsec ETHH Current assets $ 43,456 $ — Property and equipment 36,314 2,170 Goodwill 39,493 — Intangible assets 103,300 5,330 Other assets 504 — Current liabilities ( 14,332 ) — Long-term liabilities ( 299 ) — $ 208,436 $ 7,500 45 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (5) Acquisitions—continued The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements. The acquired customer relationships are being amortized over a period of eight years to 16 years, tradenames are being amortized over a period of three years , and the non-competition agreements are being amortized over a period of five years to seven years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets. The following unaudited pro forma results of operations present consolidated information of the Company as if Parsec and ETHH were acquired on January 1, 2023 (in thousands, except per share data): Pro Forma Twelve Months Ended December 31, 2024 December 31, 2023 Operating revenues $ 2,016,365 $ 1,893,606 Income from operations $ 211,299 $ 151,627 Net income $ 128,653 $ 87,806 Earnings per common share: Basic $ 4.89 $ 3.34 Diluted $ 4.88 $ 3.34 The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired Parsec and ETHH on January 1, 2023. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis. For the year ended December 31, 2024, actual revenue and operating income of the acquired companies included in Universal's results was $ 59.5 million and $ 2.6 million, respectively. (6) Accounts Receivable Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. Unbilled receivables, which usually are billed within one month , totaled $ 46.0 million and $ 61.6 million at December 31, 2025 and 2024, respectively. Total accounts receivable at December 31, 2023 was $ 287.9 million. Accounts receivable are presented net of an allowance for credit losses. Following is a summary of the activity in the allowance for credit losses for the years ended December 31 (in thousands): 2025 2024 2023 Balance at beginning of year $ 7,806 $ 11,229 $ 14,308 Provision (reversals) for credit losses 249 ( 353 ) 3,773 Uncollectible accounts written off ( 4,147 ) ( 3,070 ) ( 6,852 ) Balance at end of year $ 3,908 $ 7,806 $ 11,229 (7) Property and Equipment Property and equipment at December 31 consists of the following (in thousands): 2025 2024 Transportation equipment $ 606,135 $ 627,018 Land, buildings and related assets 348,837 272,010 Other operating assets 189,252 150,246 Information technology equipment 28,491 29,680 Construction in process 114,268 92,413 Total property and equipment 1,286,983 1,171,367 Less accumulated depreciation ( 467,488 ) ( 429,001 ) Total property and equipment, net $ 819,495 $ 742,366 46 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (8) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands): 2025 2024 Accrued payroll $ 28,587 $ 35,376 Accrued payroll taxes 1,877 3,690 Driver escrow liabilities 2,769 3,989 Legal settlements and claims 2,900 3,200 Commissions, other taxes and other 23,342 24,489 Total $ 59,475 $ 70,744 (9) Debt Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2025 2025 2024 Outstanding Debt: Revolving Credit Facility (1) (2) 5.54 % $ 217,380 $ 310,851 CLT Financing (2) 6.84 % 193,324 — Equipment Financing (3) 2.25 % to 7.31 % 286,317 278,155 Real Estate Facility (4) 5.81 % 105,260 122,635 Margin Facility (5) 4.79 % — — Debt paid upon refinance: UACL Credit Agreement (2) N/A — 51,000 Unamortized debt issuance costs ( 4,710 ) ( 3,556 ) 797,571 759,085 Less current portion of long-term debt 114,850 88,812 Total long-term debt, net of current portion $ 682,721 $ 670,273 (1) Our Revolving Credit Facility provides us with a revolving credit commitment of up to $ 500 million. We may borrow under the Revolving Credit Facility until maturity on September 30, 2027 , and this indebtedness bears interest at index-adjusted SOFR, or a base rate, plus an applicable margin based on the Company’s leverage ratio. The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2025, we were in compliance with all covenants under the facility, and $ 282.6 million was available for borrowing on the revolver. (2) In October 2025, we completed a credit tenant lease (“CTL”) financing transaction by issuing a senior secured promissory note in the principal amount of $ 195.9 million. We used the net proceeds of the CTL financing to (i) repay in full the outstanding indebtedness under the UACL Credit Agreement and (ii) repay in part existing indebtedness under the Revolving Credit Facility. The note bears interest at a fixed rate of 6.84 % per annum and matures on November 15, 2034 . The note is secured primarily by our interests under a long-term composite sublease agreement. The CTL debt is non-recourse to the Company and its subsidiaries, except for customary limited-recourse obligations under indemnity and guaranty agreements relating to environmental matters, lease-term compliance, and certain representations, warranties, and covenants. At December 31, 2025, we were in compliance with all covenants under the note. 47 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (9) Debt—continued (3) Our Equipment Financing consists of a series of promissory notes issued by wholly owned subsidiaries. The equipment notes are secured by liens on specific titled vehicles or operating equipment. The notes are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.31 %. One equipment note is payable in 72 monthly installment and bears interest at Term SOFR , plus an applicable margin equal to 2.25 %. (4) Our Real Estate Facility consists of a $ 165.4 million term loan, and the facility matures on April 29, 2032 . Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10 %. The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %. At December 31, 2025, we were in compliance with all covenants under the facility. (5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10 % . The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2025, the maximum available borrowings under the line of credit were $ 5.3 million. The following table reflects the maturities of our principal repayment obligations as of December 31, 2025 (in thousands): Years Ending December 31 Revolving Credit Facility Equipment Financing Real Estate Financing CTL Financing Margin Facility Total 2026 $ — $ 83,259 $ 16,535 $ 16,302 $ — $ 116,096 2027 217,380 77,684 16,535 17,453 — 329,052 2028 — 64,794 16,535 18,685 — 100,014 2029 — 44,153 16,535 20,004 — 80,692 2030 — 14,947 16,535 21,415 — 52,897 Thereafter — 1,480 22,585 99,465 — 123,530 Total $ 217,380 $ 286,317 $ 105,260 $ 193,324 $ — $ 802,281 The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88 %. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027 , and an amortizing notional amount of $ 63.3 million. At December 31, 2025, the fair value of the swap agreement was an asset of $ 0.3 million. Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 10, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps. (10) Fair Value Measurement and Disclosures ASC Topic 820, “ Fair Value Measurements and Disclosures, ” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements. ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. 48 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): December 31, 2025 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 4 $ — $ — $ 4 Marketable securities 10,351 — — 10,351 Interest rate swap — 341 — 341 Total Assets $ 10,355 $ 341 $ — $ 10,696 December 31, 2024 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 26 $ — $ — $ 26 Marketable securities 11,590 — — 11,590 Interest rate swap — 1,589 — 1,589 Total Assets $ 11,616 $ 1,589 $ — $ 13,205 The valuation techniques used to measure fair value for the items in the tables above are as follows: • Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets. • Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets. • Interest rate swaps – The fair value of our interest rate swap is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our Revolving Credit Facility, Real Estate Facility and one equipment note consist of variable rate borrowings. We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our Equipment Financing with fixed rates and CTL, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying values and estimated fair values of these promissory notes at December 31, 2025 is summarized as follows: 2025 Carrying Value Estimated Fair Value Equipment promissory notes $ 272,726 $ 274,363 CTL promissory note $ 193,324 $ 193,792 We have not elected the fair value option for any of our financial instruments. 49 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (11) Transactions with Affiliates Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and Frederick P. Calderone, a member of our Board, is special trustee of these trusts with voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services, and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax, and IT infrastructure services. The Audit Committee of our Board reviews and approves related party transactions. The cost of these services is based on the actual or estimated utilization of the specific service. We also purchase other services from our affiliates. Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands): 2025 2024 2023 Insurance $ 96,500 $ 85,388 $ 76,926 Real estate rent and related costs 17,938 19,674 13,649 Administrative support services 6,898 7,890 6,377 Truck fuel, maintenance and other operating costs 9,060 13,748 9,221 Contracted transportation services 18 147 316 Total $ 130,414 $ 126,847 $ 106,489 We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. We lease 27 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 13, “Leases” for further information regarding the cost of leased properties. We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our controlling stockholder. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At December 31, 2025 and 2024, there were $ 18.0 million and $ 19.5 million, respectively, included in each of these accounts for insured claims with an affiliate. Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At December 31, 2025 and 2024, amounts due to affiliates were $ 17.2 million and $ 23.3 million, respectively. In 2025, we contracted with an affiliate to provide real property improvements for us totaling $ 4.4 million. There were no such purchases made during 2024. In 2024, we purchased trailers from an affiliate totaling $ 4.5 million. There were no such purchases made during 2025. 50 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (11) Transactions with Affiliates—continued Services provided by Universal to Affiliates We periodically assist companies that are owned by our controlling stockholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to our affiliates for the years ended December 31 (in thousands): 2025 2024 2023 Contracted transportation services $ 1,973 $ 1,737 $ 5,087 Facilities and related support 936 2,383 1,595 Total $ 2,909 $ 4,120 $ 6,682 At December 31, 2025 and 2024, amounts due from affiliates were $ 1.0 million and $ 1.3 million, respectively. In 2025, we sold used trailers to an affiliate for $ 0.4 million. There were no such sales made during 2024. In 2024, we sold an inactive Mexican subsidiary to an affiliate for approximately $ 0.1 million. The selling price approximated the book value of the net assets sold, and as such, no gain or loss was recorded. (12) Income Taxes A summary of income related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Operations U.S. Domestic $ ( 100,157 ) $ 170,903 $ 120,281 Foreign 145 2,839 4,018 Total pre-tax income $ ( 100,012 ) $ 173,742 $ 124,299 The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2025 2024 2023 Current: U.S. Federal $ 19,991 $ 8,585 $ 15,603 State 6,640 4,820 5,349 Foreign 324 45 26 Total current 26,955 13,450 20,978 Deferred: U.S. Federal ( 18,600 ) 28,107 9,612 State ( 7,731 ) 1,382 639 Foreign ( 763 ) 896 169 Total deferred ( 27,094 ) 30,385 10,420 Total $ ( 139 ) $ 43,835 $ 31,398 51 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (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): 2025 2024 2023 $ % $ % $ % U.S. Federal statutory rate $ ( 21,003 ) 21 % $ 36,486 21 % $ 26,103 21 % Nontaxable or nondeductible items Nondeductible goodwill impairment 21,239 - 21 % — 0 % — 0 % Other ( 163 ) 0 % 579 0 % 569 0 % State and local, net of federal benefit (1) 54 0 % 6,520 4 % 4,809 4 % Foreign Statutory rate difference between Mexico and US ( 184 ) 0 % 234 0 % 188 0 % Statutory rate difference between Canada and US 56 0 % 35 0 % 77 0 % Changes in Canadian valuation allowance ( 289 ) 0 % ( 31 ) 0 % ( 402 ) 0 % Other foreign 151 0 % 12 0 % 54 0 % Effective tax rate $ ( 139 ) 0 % $ 43,835 25 % $ 31,398 25 % (1) For each of the years ended December 31, 2025, 2024 and 2023, the majority of state tax expense was paid in Alabama, California, Georgia, Illinois, Michigan, Pennsylvania, and Tennessee. Income taxes paid during the years ended December 31 are as follows (in thousands): 2025 2024 2023 Federal $ 13,250 $ 9,250 $ 15,900 State Alabama 459 358 596 California 174 645 1,010 Georgia 622 479 636 Illinois 383 470 408 Michigan 634 611 1,047 Pennsylvania 863 592 1,024 Tennessee 608 373 533 Other state jurisdictions 1,873 3,357 4,204 Foreign Mexico 1,567 2,430 — Other foreign jurisdictions 33 25 54 Total $ 20,466 $ 18,590 $ 25,412 The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands): 2025 2024 2023 Unrecognized tax benefit – beginning of year $ 227 $ 278 $ 257 Increases related to current year tax positions 25 13 36 Decreases related to prior year tax positions ( 25 ) ( 64 ) ( 15 ) Unrecognized tax benefit – end of year $ 227 $ 227 $ 278 As of December 31, 2025, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $ 0.2 million. These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2025, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months. As of December 31, 2025, the amount for both accrued interest and penalties was zero . 52 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): 2025 2024 Domestic deferred tax assets: Allowance for credit losses $ 1,300 $ 1,970 Other assets 1,305 5,304 Accrued expenses 6,297 6,756 Total domestic deferred tax assets $ 8,902 $ 14,030 Domestic deferred tax liabilities: Prepaid expenses $ 2,414 $ 1,987 Marketable securities 1,336 901 Intangible assets 5,025 13,112 Property and equipment 82,525 107,042 Total domestic deferred tax liabilities $ 91,300 $ 123,042 Net domestic deferred tax liabilities $ 82,398 $ 109,012 Foreign deferred tax assets Reserves $ 442 $ 329 Net operating losses 1,604 1,304 Valuation allowance - foreign ( 954 ) ( 1,304 ) Total foreign deferred tax asset $ 1,092 $ 329 Net deferred tax liability $ 81,306 $ 108,683 In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic deferred tax assets. As of December 31, 2025, we had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $ 0.6 million. The net operating loss carryforward will expire in 2035. Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be full realized and as such no valuation allowance has been provided. As of December 31, 2024, there was no such net operating loss carryforward associated with our Mexican subsidiary. At December 31, 2025 and 2024, we had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $ 1.1 million and $ 1.2 million, respectively. Based on the anticipated earnings projections, management had previously recorded a full valuation allowance for the deferred tax assets associated with these entities. 53 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (13) Leases As of December 31, 2025, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. Our incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, we use uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of December 31, 2025, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. The following table summarizes our lease costs for the years ended December 31, 2025 and 2024, and related information (in thousands): December 31, 2025 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 16,420 $ 22,523 $ 38,943 Short-term lease cost 528 11,411 11,939 Variable lease cost 722 4,090 4,812 Total lease cost $ 17,670 $ 38,024 $ 55,694 December 31, 2024 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,972 $ 26,101 $ 36,073 Short-term lease cost 512 12,031 12,543 Variable lease cost 917 4,364 5,281 Total lease cost $ 11,401 $ 42,496 $ 53,897 54 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): December 31, 2025 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 15,414 $ 23,776 $ 39,190 Right-of-use asset change due to lease termination $ — $ ( 6,929 ) $ ( 6,929 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 120,433 $ 9,197 $ 129,630 Weighted-average remaining lease term (in years) 8.2 2.6 6.9 Weighted-average discount rate 11.3 % 6.6 % 10.5 % December 31, 2024 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 10,025 $ 26,904 $ 36,929 Right-of-use asset change due to lease termination $ — $ ( 109 ) $ ( 109 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,916 $ 16,184 $ 20,100 Right-of-use assets obtained due to acquisition of business $ — $ 432 $ 432 Weighted-average remaining lease term (in years) 3.8 2.9 3.1 Weighted-average discount rate 7.9 % 6.0 % 6.5 % Future minimum lease payments under these operating leases as of December 31, 2025, are as follows (in thousands): With Affiliates With Third Parties Total 2026 $ 24,559 $ 20,556 $ 45,115 2027 23,573 13,481 37,054 2028 24,140 6,162 30,302 2029 24,241 3,442 27,683 2030 24,782 465 25,247 Thereafter 91,186 — 91,186 Total required lease payments $ 212,481 $ 44,106 $ 256,587 Less amounts representing interest ( 82,786 ) Present value of lease liabilities $ 173,801 55 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 stockholder and include different matching provisions typically ranging from zero to $ 2,080 per participant annually depending on which subsidiary or affiliate is involved. Certain of these plans also include a discretionary matching provision as determined by the Company. We also participate in certain defined contribution plans for covered employees. The total expense for contributions for retirement plans, including plans related to collective bargaining agreements, was $ 3.4 million, $ 2.3 million and $ 1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. In connection with a collective bargaining agreement that covered 13 Canadian employees at December 31, 2025, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2025, 2024 and 2023, the required contributions totaled approximately $ 14,000 , $ 7,000 and $ 58,000 , respectively. In connection with a collective bargaining agreement, we are also required to make defined contributions for certain employees into the Western Conference of Teamsters Pension Trust Fund (“WCTPT”). As of December 31, 2025, 751 employees are covered under the plan. For the years ended December 31, 2025 and 2024, WCTPT plan contributions totaled approximately $ 1.9 million and $ 0.9 million, respectively. As an employer sponsor of this plan we may be subject to withdraw liability from time to time. No withdraw liability exists at December 31, 2025. (15) Stock Based Compensation In May 2025, we granted 2,802 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $ 22.47 per share, based on the closing price of our stock on the grant date, and vested immediately. In February 2025, we granted 24,195 shares of restricted stock under our equity plan to certain employees, including 5,887 shares to our Chief Executive Officer and 7,521 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 29.73 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us. In February 2025, we granted 1,904 shares of restricted stock under our equity plan to one of our employees. This restricted stock award has a fair value of $ 27.46 per share, based on the closing price of our stock on the grant date. The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us. In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $ 45.22 per share, based on the closing price of our stock on the grant date, and vested immediately. In February 2024, we granted 21,105 shares of restricted stock under our equity plan to certain employees, including 5,160 shares to our Chief Executive Officer and 5,223 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 31.96 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2025, 2026, 2027, and 2028, subject to their continued employment with us. In May 2023, we granted 3,549 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $ 25.42 per share, based on the closing price of our stock on the grant date, and vested immediately. In March 2023, we granted 34,611 shares of restricted stock under our equity plan to certain employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 27.59 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to their continued employment with us. In September 2021, we granted 2,355 shares of restricted stock under our equity plan to one of our employees. This restricted stock award has a fair value of $ 20.46 per share, based on the closing price of our stock on the grant date. The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with us. In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer. This restricted stock award has a fair value of $ 17.74 per share, based on the closing price of our stock on the grant date. The shares vested on February 20, 2024. In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer. This restricted stock award has a fair value of $ 18.82 per share, based on the closing price of our stock on the grant date. The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with us. 56 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. The following table summarizes the status of our non-vested shares and related information for the period indicated: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2025 85,538 $ 24.49 Granted 28,901 $ 28.88 Vested ( 16,383 ) $ 27.92 Forfeited — $ — Balance at December 31, 2025 98,056 $ 25.21 The total grant date fair value of vested shares recognized as compensation cost was $ 0.5 million, $ 0.8 million and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. Included in compensation cost during each of the years ended December 31, 2025, 2024 and 2023 was approximately $ 0.1 million recognized as a result of the grants of stock to non-employee directors . As of December 31, 2025, there was approximately $ 2.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, we expect to recognize stock-based compensation expense of $ 1.0 million in 2026, $ 0.8 million in 2027, $ 0.5 million in 2028 and $ 0.2 million in 2029 . (16) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment and construction vendors, and for purchases of strategic real estate. The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows. At December 31, 2025, approximately 37 % of our employees are subject to collective bargaining agreements that are renegotiated periodically, 25 % of which are subject to contracts that expire in 2026. At December 31, 2025, our firm commitments, including for the purchase of equipment and on-going real estate projects, totaled $ 24.1 million. (17) Earnings Per Share Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the years ended December 31, 2025, 2024 and 2023, there were 11,583 , 33,007 and 23,821 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. In the year ended December 31, 2025 and 2023, 98,056 and 34,045 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. No such shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024. 57 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (18) Segment Reporting We report our financial results in three distinct reportable segments: contract logistics, intermodal and trucking, which are based primarily on the services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria. Operations aggregated in our contract logistics segment deliver value-added or dedicated transportation services to support in-bound logistics to industrial customers and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations included in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. Other non-reportable segments are comprised of legacy company-managed brokerage operations and the Company’s subsidiaries that provide support services to other subsidiaries. The Company’s President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM). Our CODM is responsible for reviewing segment performance and making decisions regarding the allocation of resources. The CODM uses income from operations compared to budgeted, forecasted, and prior period amounts to assess segment performance. Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the CODM. The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2025, 2024 and 2023 (in thousands): 2025 Contract Logistics Intermodal Trucking Other (2) Total Total operating revenues (1) $ 1,049,484 $ 257,017 $ 251,422 $ 474 $ 1,558,397 Operating expenses: Purchased transportation and equipment rent 8,571 106,803 183,315 11,746 310,435 Direct personnel and related benefits 610,034 67,929 7,573 4 685,540 Operating supplies and expenses 162,162 41,761 13,031 ( 11,590 ) 205,364 Commission expense 23 2,671 14,406 — 17,100 Occupancy expense 30,995 21,189 209 ( 3,002 ) 49,391 Depreciation and amortization 88,500 25,977 9,766 22,004 146,247 Other segment expenses (3) 66,673 152,742 9,192 ( 19,940 ) 208,667 Total operating expenses 966,958 419,072 237,492 ( 778 ) 1,622,744 Income (loss) from operations $ 82,526 $ ( 162,055 ) $ 13,930 $ 1,252 $ ( 64,347 ) (1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 4.2 million, $ 0.5 million, and $ 0.1 million, respectively. (2) Credits within other non-reportable include allocations and eliminations to the other reportable segments. (3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments. 58 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (18) Segment Reporting—continued 2024 Contract Logistics Intermodal Trucking Other (2) Total Total operating revenues (1) $ 1,129,658 $ 308,744 $ 331,982 $ 75,651 $ 1,846,035 Operating expenses: Purchased transportation and equipment rent 13,024 134,107 251,567 84,250 482,948 Direct personnel and related benefits 497,870 73,557 4,385 7,439 583,251 Operating supplies and expenses 249,090 37,984 12,453 ( 5,644 ) 293,883 Commission expense 93 1,889 25,303 — 27,285 Occupancy expense 29,440 17,646 265 ( 3,142 ) 44,209 Depreciation and amortization 53,521 32,944 7,146 30,577 124,188 Other segment expenses (3) 67,536 38,358 9,900 ( 28,635 ) 87,159 Total operating expenses 910,574 336,485 311,019 84,845 1,642,923 Income (loss) from operations $ 219,084 $ ( 27,741 ) $ 20,963 $ ( 9,194 ) $ 203,112 (1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.2 million, $ 3.0 million, and $ 0.1 million, respectively. (2) Credits within other non-reportable include allocations and eliminations to the other reportable segments. (3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments. 2023 Contract Logistics Intermodal Trucking Other (2) Total Total operating revenues (1) $ 829,574 $ 382,610 $ 333,211 $ 116,744 $ 1,662,139 Operating expenses: Purchased transportation and equipment rent 14,492 183,808 258,399 114,514 571,213 Direct personnel and related benefits 447,559 80,831 5,104 9,285 542,779 Operating supplies and expenses 124,431 45,427 8,625 ( 5,839 ) 172,644 Commission expense 151 2,252 28,967 — 31,370 Occupancy expense 28,530 17,590 185 ( 2,004 ) 44,301 Depreciation and amortization 40,483 25,153 2,032 9,368 77,036 Other segment expenses (3) 46,176 25,945 12,641 ( 7,410 ) 77,352 Total operating expenses 701,822 381,006 315,953 117,914 1,516,695 Income from operations $ 127,752 $ 1,604 $ 17,258 $ ( 1,170 ) $ 145,444 (1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.6 million, $ 3.0 million, and $ 0.6 million, respectively. (2) Credits within other non-reportable include allocations and eliminations to the other reportable segments. (3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments. 59 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Consolidated Financial Statements – (Continued) December 31, 2025, 2024 and 2023 (18) Segment Reporting—continued We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia. Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2025 2024 2023 United States $ 1,495,362 $ 1,791,204 $ 1,622,993 Mexico 51,238 49,275 30,462 Canada 10,638 3,377 5,846 Colombia 1,159 2,179 2,838 Total $ 1,558,397 $ 1,846,035 $ 1,662,139 Net long-lived assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2025 2024 United States $ 866,057 $ 764,497 Mexico 121,167 47,652 Canada 872 3,196 Colombia 761 1,024 Total $ 988,857 $ 816,369 (19) Subsequent Events On March 13, 2026, our Board of Directors declared the regular quarterly cash dividend of $ 0.105 per share of common stock, payable to stockholders of record at the close of business on March 23, 2026 and is expected to be paid on April 3, 2026 . Declaration of future cash dividends is subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant. During the first quarter of 2026, the Company identified certain triggering events related to a component of the contract logistics reporting segment. In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company is required to evaluate certain indefinite and long lived tangible and intangible assets for impairment. The Company is currently conducting its evaluation. 60 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A: CONTROL S AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025 was carried out under the supervision and with the participation of management, including our principal executive officer and principal financial officer. Based on this evaluation, and as a result of the material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Notwithstanding the material weakness described below, management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles. Inherent Limitations over Internal Controls Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate. Report of Management on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weakness described below. Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in its report included herein. 61 Material Weakness in Internal Control Over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, management identified a material weakness related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within our business. As a result of this material weakness, there was a reasonable possibility that a material misstatement of the Company’s financial statements would not be prevented or detected on a timely basis. Remediation Efforts Management is actively engaged in remediation efforts to address the material weakness. During 2025 and continuing into 2026, the Company has taken and is continuing to take the following actions: • enhancing its technical accounting resources through hiring and training initiatives; • increasing its use of external technical accounting and valuation specialists; • implementing additional review procedures over the preparation and review of goodwill impairment analyses, including enhanced controls over the identification and validation of reporting unit carrying values and significant assumptions; • strengthening management review controls over financial statement preparation and complex accounting matters; and • implementing additional formalized internal control procedures and documentation requirements. These remediation efforts are ongoing and have not yet been completed. The material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management is committed to remediating the material weakness as soon as practicable; however, there can be no assurance that these remediation efforts will be successful or that additional deficiencies will not be identified in the future. Changes in Internal Control Over Financial Reporting In connection with the identification of the material weakness, management has begun implementing remediation measures as described above. Other than these remediation activities, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected our internal control over financial reporting. 62 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Universal Logistics Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Universal Logistics Holdings, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management identified a material weakness related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within the Company’s business. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 16, 2026 which expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 63 Other Information We do not express an opinion or any other form of assurance on the Company’s remediation efforts. /s/ GRANT THORNTON LLP Southfield, Michigan March 16, 2026 64 ITEM 9B: OTHE R INFORMATION Trading Arrangements During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted , modified , or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, nor any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K. ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 65 PART III ITEM 10: 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 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. ITEM 11: EXECUTI VE COMPENSATION The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement. ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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 Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by security holders 98,056 $ — (1) 719,554 Equity compensation plans not approved by security holders — $ — — Total 98,056 $ — (1) 719,554 (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. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement. ITEM 14: PRINCIPAL ACCOU NTING FEES AND SERVICES The information required by this Item is incorporated herein by reference to the 2026 Proxy Statement. 66 PART IV ITEM 15: EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 248 ) 28 Consolidated Balance Sheets 30 Consolidated Statements of Income 31 Consolidated Statements of Comprehensive Income 32 Consolidated Statements of Cash Flows 33 Consolidated Statements of Stockholders’ Equity 35 Notes to Consolidated Financial Statements 36 (2) Financial Statement Schedules 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. (3) Exhibits Exhibit No. Description 3.1 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) 3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 2, 2025) 4.1 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) 4.2* Description of Capital Stock of the Registrant 4.3 Second Amended and Restated Registration Rights Agreement dated July 28, 2021 among the Registrant and the Moroun Family Holders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2021) 4.4 Joinder Agreement to Registration Rights Agreement dated August 1, 2023, among Registrant and the Swiftsure Trust (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K filed August 3, 2023) 10.1 Service Level Agreement between the Registrant and Data System Services, LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2015) 10.2+ 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014) 10.3+ 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) 10.4+ 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) 10.5+ 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) 10.6+ 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) 10.7 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) 67 Exhibit No. Description 10.8 Confirmation of Transaction, dated April 29, 2022, between Fifth Third Bank, N.A. and UTSI Finance, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 2, 2022) 10.9 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) 10.10+ 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) 10.11* 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 10.12 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) 10.13 Limited Indemnity Agreement dated August 12, 2024 between Universal Logistics Holdings, Inc. 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) 10.14 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) 10.15 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) 19.1* Securities Trading Policy 21.1* Subsidiaries of the Registrant 23.1* Consent of Grant Thornton LLP, independent registered public accounting firm 24* Powers of Attorney (see signature page) 31.1* Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2* Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1** Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 97.1* Clawback Policy 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL. + Indicates a management contract, compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. ITEM 16: FORM 10-K SUMMARY None. 68 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Universal Logistics Holdings, Inc. (Registrant) By: /s/ Jude Beres Jude Beres, Chief Financial Officer Date: March 16, 2026 POWER OF ATTORNEY Know all persons by these presents, that each person whose signature appears below constitutes and appoints Tim Phillips and Jude Beres, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Tim Phillips Chief Executive Officer March 16, 2026 Tim Phillips (Principal Executive Officer) /s/ Jude Beres Chief Financial Officer and Treasurer March 16, 2026 Jude Beres (Principal Financial and Accounting Officer) /s/ Matthew T. Moroun Chairman of the Board March 16, 2026 Matthew T. Moroun /s/ Matthew J. Moroun Director March 16, 2026 Matthew J. Moroun /s/ Grant Belanger Director March 16, 2026 Grant Belanger /s/ Frederick P. Calderone Director March 16, 2026 Frederick P. Calderone /s/ Clarence W. Gooden Director March 16, 2026 Clarence W. Gooden /s/ Marcus D. Hudson Director March 16, 2026 Marcus D. Hudson /s/ Michael A. Regan Director March 16, 2026 Michael A. Regan /s/ Richard P. Urban Director March 16, 2026 Richard P. Urban /s/ H.E. “Scott” Wolfe Director March 16, 2026 H. E. “Scott” Wolfe 69