What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 180 added, 106 removed, 421 unchanged (40% of the section changed)

1 unchanged sentence

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Consolidated Balance Sheets

Consolidated Balance Sheets

(In thousands, except share data)

36 unchanged sentences

26,336,137 shares issued;

26,369,691 and 26,330,058 shares outstanding,

26,367,805 and 26,330,058 shares outstanding, respectively

Paid-in capital

Treasury stock, at cost;

8,923 and 6,079 shares

Retained earnings

Accumulated other comprehensive (loss):

Interest rate swaps, net of income taxes of $ 114 and $ 96 , respectively

Interest rate swap, net of income taxes of $ 0 and $ 96 , respectively

Foreign currency translation adjustments

6 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Operating revenues:

14 unchanged sentences

Depreciation and amortization

(Gain) on disposal of property and equipment

Impairment expense

Total operating expenses

2 unchanged sentences

Interest expense

Other non-operating income

(Loss) income before income taxes

Income tax (benefit) expense

Net (loss) income

Other non-operating (expense) income

Income before income taxes

Income tax expense

Earnings per common share:

6 unchanged sentences

Thirteen Weeks Ended

Net (loss) income

Twenty-six Weeks Ended

Other comprehensive income (loss):

Unrealized changes in fair value of interest rate swaps, net of income taxes of

$ 17 and $( 158 ), respectively

Unrealized changes in fair value of interest rate swap,

net of income taxes of $ 3 , $( 73 ), $ 20 and $( 231 ), respectively

Realized gain on interest rate swap reclassified into income,

net of taxes of $( 117 ), $ 0 , $( 117 ) and $ 0 , respectively

Foreign currency translation adjustments

5 unchanged sentences

(In thousands)

Thirteen Weeks Ended

Twenty-six Weeks Ended

Cash flows from operating activities:

Net (loss) income

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

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

Depreciation and amortization

Noncash lease expense

Impairment expense

Gain on marketable equity securities

(Gain) loss on disposal of property and equipment

Gain on disposal of property and equipment

Amortization of debt issuance costs

Stock-based compensation

Write-off of debt issuance costs

Provision for credit losses

Debt prepayment penalty reclassified to financing activities

Deferred income taxes

18 unchanged sentences

Repayments of debt - term debt

Prepayment penalties on term debt

Dividends paid

Net cash used in financing activities

Purchases of treasury stock

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

5 unchanged sentences

Cash paid for income taxes

Non-cash operating and financing activities:

During the thirteen-week period ended March 29, 2025, the Company had non-cash activities resulting from the $ 2.8 million of declared dividends that were unpaid as of the end of the period.

Non-cash investing and financing activities:

During the twenty-six week period ended July 4, 2026, the Company had non-cash activities resulting from the receipt of real property with a fair value of $ 55.6 million as partial consideration for the sale of real property to an affiliate.

See Note 11 "Transactions with Affiliates" for further information.

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

See accompanying notes to consolidated financial statements.

9 unchanged sentences

Balances – March 29, 2025

Comprehensive income

Dividends ($ 0.105 per share)

Stock based compensation

Purchases of treasury stock

Balances - June 28, 2025

Balances – December 31, 2025

3 unchanged sentences

Balances – April 4, 2026

Comprehensive loss

Dividends ($ 0.105 per share)

Stock based compensation

Purchases of treasury stock

Balances - July 4, 2026

See accompanying notes to consolidated financial statements.

10 unchanged sentences

The preparation of the consolidated financial statements requires the use of management’s estimates.

Actual results could differ from those estimates, and operating results for the thirteen weeks ended April 4, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

Actual results could differ from those estimates, and operating results for the thirteen and twenty-six weeks ended July 4, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks.

There were no material changes in significant accounting policies from those described in the Form 10-K, other than as otherwise disclosed in these notes to unaudited consolidated financial statements.

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 April 4, 2026.

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 2026, the Company identified certain triggering events related to a component of the contract logistics 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 second quarter of 2026, the Company identified certain triggering events related to a group of tractors that are no longer expected to be utilized in revenue-generating activities over their remaining useful life.

The Company evaluated this asset group in accordance with ASC 360 Property, Plant, and Equipment and concluded that an impairment was present.

The aggregate carrying value of the asset group was $ 9.4 million with an estimated fair value of $ 5.5 million.

The fair value of the tractor group was based on market data for comparable equipment.

As a result of the assessment, during the thirteen weeks ended July 4, 2026, the Company recognized a non-cash impairment charge of $ 3.9 million in the other non-reportable segment.

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 softness in freight demand, continuing weakness in certain industrial and automotive end markets, labor availability and wage pressures, elevated interest rates and borrowing costs, and volatility in fuel, insurance, equipment and maintenance costs These factors may adversely affect customer demand, operating margins, capital expenditures, asset utilization, liquidity and the valuation of certain long-lived assets.

These factors may adversely affect customer demand, operating margins, capital expenditures, asset utilization, liquidity and the valuation of certain long-lived assets.

Actual results could differ materially from the Company’s estimates and assumptions .

4 unchanged sentences

The Company adopted ASU 2025‑05 effective January 1, 2026 and elected the practical expedient.

Adoption of the standard did no t have a material impact on the Company’s consolidated financial statements.

Adoption of the standard did not have a material impact on the Company’s consolidated financial statements .

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).

28 unchanged sentences

Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components.

During each of the thirteen week periods ended April 4, 2026 and March 29, 2025, two original equipment manufacturers in the automotive industry accounted for approximately 31 % of our total operating revenues.

During each of the twenty-six week periods ended July 4, 2026 and June 28, 2025, two original equipment manufacturers in the automotive industry accounted for approximately 32 % and 30 % of our total operating revenues, respectively.

In 2024, the Company completed a specialty project development arrangement for a customer that was accounted for as a single performance obligation.

The Company has a related contract receivable with amounts payable in 120 equal monthly installments, including interest.

During the thirteen-week periods ended April 4, 2026 and March 29, 2025, the Company recorded interest income of $ 2.6 million and $ 2.9 million, respectively.

As of April 4, 2026, the remaining impact of this arrangement relates primarily to the collection of the related contract receivable and associated interest income.

During the thirteen week periods ended July 4, 2026 and June 28, 2025, the Company recorded interest income of $ 2.5 million and $ 2.8 million, respectively.

During the twenty-six week periods ended July 4, 2026 and June 28, 2025, the Company recorded interest income of $ 5.1 million and $ 5.7 million, respectively.

As of July 4, 2026, the remaining impact of this arrangement relates primarily to the collection of the related contract receivable and associated interest income.

UNIVERSAL LOGISTICS HOLDINGS, INC.

12 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Realized gain

3 unchanged sentences

Realized gain, net of taxes

During the thirteen-week period ended March 29, 2025, the Company recognized a net unrealized pre-tax gain of approximately $ 518,000 on its marketable equity securities portfolio, which was recorded in other non-operating income .

During the thirteen-week and twenty-six week periods ended June 28, 2025, the Company recognized a net unrealized pre-tax gain (loss) of approximately $( 254,000 ) and $ 264,000 , respectively, on its marketable equity securities portfolio, which was reported in other non-operating income (expense) for the period.

(5) Allowance for Credit Losses

4 unchanged sentences

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Following is a summary of the activity in the allowance for credit losses during the thirteen weeks ended April 4, 2026 and March 29, 2025(in thousands):

Thirteen Weeks Ended

Following is a summary of the activity in the allowance for credit losses during the twenty-six weeks ended July 4, 2026 and June 28, 2025 (in thousands):

Twenty-six Weeks Ended

Balance at beginning of year

9 unchanged sentences

Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis.

At April 4, 2026 and December 31, 2025, inventory consists of the following (in thousands):

At July 4, 2026 and December 31, 2025, inventory consists of the following (in thousands):

Finished goods

9 unchanged sentences

Interest Rates

at April 4, 2026

at July 4, 2026

Outstanding Debt:

10 unchanged sentences

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 April 4, 2026, we were in compliance with all covenants under the facility, and $ 286.1 million was available for borrowing on the revolver.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Debt – continued

At July 4, 2026, we were in compliance with all covenants under the facility, and $ 238.8 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.

3 unchanged sentences

The CTL debt is generally 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 April 4, 2026, we were in compliance with all covenants under the note .

At July 4, 2026, we were in compliance with all covenants under the note .

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Debt – continued

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

2 unchanged sentences

One equipment note is payable over a 72 - month term and bears interest at Term SOFR plus an applicable margin of 2.25 % .

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

Obligations under the facility are secured by first-priority mortgages on specified parcels of real estate owned by the Company, including related land, buildings and improvements, together with first-priority assignments of rents and related leases of the loan parties.

The credit agreement includes customary affirmative and negative covenants, including financial covenants relating to leverage and fixed charge coverage.

Principal and interest are payable monthly based on an annual amortization rate of 10 %.

The facility bears interest at Term SOFR plus an applicable margin of 2.12 %.

At April 4, 2026, we were in compliance with all covenants under the facility .

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 $ 60.8 million.

At April 4, 2026, the fair value of the swap agreement was an asset of $ 0.5 million, which is included in other assets on the Consolidated Balance Sheets.

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

See Note 9 for additional information pertaining to interest rate swaps.

(4) In June 2026, we repaid in full our then outstanding obligations under the Real Estate Facility.

(9) Fair Value Measurements and Disclosures

4 unchanged sentences

• Level 3 — Unobservable inputs supported by little or no market activity that are significant to the fair value measurement.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(9) Fair Value Measurements and Disclosures – continued

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at April 4, 2026 and December 31, 2025 (in thousands) :

Fair Value Measurement

Interest rate swap

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at December 31, 2025 (in thousands) :

Fair Value Measurement

2 unchanged sentences

Interest rate swap

There were no similar financial assets held by the Company and measured at fair value on a recurring basis at July 4, 2026.

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

2 unchanged sentences

During the first quarter of 2026, the Company sold its remaining marketable securities portfolio.

• Interest rate swap – The fair value of the Company’s interest rate swap is determined using discounted cash flow methodologies based on observable market inputs, including forward interest rate curves and credit valuation adjustments for both the Company and the counterparty.

• Interest rate swap – The fair value of the interest rate swap was determined using discounted cash flow methodologies based on observable market inputs, including forward interest rate curves and credit valuation adjustments for both the Company and the counterparty.

The carrying amount of our receivables, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value due to their short maturities.

The Company’s Revolving Credit Facility, Real Estate Facility and one equipment note bear interest at variable rates and are categorized as Level 2 liabilities.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(9) Fair Value Measurements and Disclosures – continued

The Company’s Revolving Credit Facility and one equipment note bear interest at variable rates and are categorized as Level 2 liabilities.

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

The fair values of the Company’s fixed-rate equipment promissory notes and CTL financing are estimated using discounted cash flow analyses based on current incremental borrowing rates for similar borrowing arrangements and are categorized as Level 2 liabilities.

The carrying value and estimated fair value of these promissory notes at April 4, 2026 and December 31, 2025 is summarized as follows:

The carrying value and estimated fair value of these promissory notes at July 4, 2026 and December 31, 2025 are summarized as follows:

Estimated Fair

3 unchanged sentences

The Company has not elected the fair value option for any of its financial instruments .

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

As of April 4, 2026, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment.

As of July 4, 2026, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment.

Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement.

4 unchanged sentences

Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised.

As of April 4, 2026, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.

As of July 4, 2026, 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.

2 unchanged sentences

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

The following table summarizes lease costs for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):

Thirteen Weeks Ended April 4, 2026

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(10) Leases – continued

The following table summarizes lease costs for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025 (in thousands):

Thirteen Weeks Ended July 4, 2026

With Affiliates

4 unchanged sentences

Total lease cost

Thirteen Weeks Ended March 29, 2025

Thirteen Weeks Ended June 28, 2025

With Affiliates

4 unchanged sentences

Total lease cost

Twenty-six Weeks Ended July 4, 2026

With Affiliates

With Third Parties

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Twenty-six Weeks Ended June 28, 2025

With Affiliates

With Third Parties

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(10) Leases – continued

The following table summarizes other lease related information as of and for the thirteen week periods ended April 4, 2026 and March 29, 2025 (in thousands):

Thirteen Weeks Ended April 4, 2026

The following table summarizes other lease related information as of and for the twenty-six week periods ended July 4, 2026 and June 28, 2025 (in thousands):

Other information

1 unchanged sentence

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

Right-of-use asset change due to lease termination

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Thirteen Weeks Ended March 29, 2025

Other information

1 unchanged sentence

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

Right-of-use asset change due to lease termination

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

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Future minimum lease payments under these operating leases as of April 4, 2026 are as follows (in thousands):

Future minimum lease payments under these operating leases as of July 4, 2026, are as follows (in thousands):

With Affiliates

17 unchanged sentences

We also purchase other services from affiliates.

The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):

The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025, respectively (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Real estate rent and related costs

1 unchanged sentence

Truck fuel, maintenance and other operating costs

Contracted transportation services

We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliates’ trucking terminals that are geographically remote from our own facilities.

7 unchanged sentences

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

At April 4, 2026 and December 31, 2025, there were $ 18.7 million and $ 18.0 million, respectively, included in each of these accounts for insured claims.

At July 4, 2026 and December 31, 2025, there were $ 19.0 million and $ 18.0 million, respectively, included in each of these accounts for insured claims .

Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business.

At April 4, 2026 and December 31, 2025, amounts due to affiliates were $ 24.9 million and $ 17.2 million, respectively.

During the thirteen weeks ended March 29, 2025, we contracted with an affiliate to provide real property improvements totaling $ 4.4 million.

There were no such purchases made during the thirteen weeks ended April 4, 2026.

At July 4, 2026 and December 31, 2025, amounts due to affiliates were $ 23.0 million and $ 17.2 million, respectively .

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

There were no such purchases made during the twenty-six weeks ended July 4, 2026.

UNIVERSAL LOGISTICS HOLDINGS, INC.

4 unchanged sentences

Certain truck fueling and administrative costs are netted against the related affiliate revenues in operating expense.

The following table summarizes services provided to affiliates for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands) :

The following table summarizes services provided to affiliates for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025 (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Contracted transportation services

Facilities and related support

At April 4, 2026 and December 31, 2025, amounts due from affiliates were $ 0.7 million and $ 1.0 million, respectively.

(12) Stock Based Compensation

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

Average Grant

Date Fair Value

Non-vested at January 1, 2026

Balance at April 4, 2026

In the thirteen week periods ended April 4, 2026 and March 29, 2025, the total grant date fair value of vested shares recognized as compensation costs was $ 1.0 million and $ 0.4 million, respectively.

As of April 4, 2026, there was approximately $ 2.3 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 2027, $ 0.7 million in 2028, $ 0.4 million in 2029 and $ 0.2 million in 2030 .

At July 4, 2026 and December 31, 2025, amounts due from affiliates were $ 1.1 million and $ 1.0 million, respectively .

During the twenty-six weeks ended July 4, 2026, we sold used equipment to affiliates totaling $ 2.0 million.

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

As previously disclosed in our Current Report on Form 8-K filed June 26, 2026, in June 2026, we sold a real property facility located in Kearny, New Jersey (the “Kearny Facility”) to Lakeshore Ventures LLC, an affiliate.

In exchange, we received cash consideration of approximately $ 38.0 million and all of the outstanding membership interests of Passaic Ventures LLC (“Passaic”).

Passaic owns a real property facility located in Newark, New Jersey (the “Newark Facility”), which is utilized in our intermodal operations pursuant to a prior leasing arrangement.

See Note 10, “Leases,” for further information regarding right-of-use asset change due to lease termination.

The Newark Facility had a fair value of approximately $ 55.6 million and represents substantially all of the assets of Passaic.

The Kearny Facility had a fair value of $ 93.6 million.

The fair values of each facility were established by independent third-party appraisals

The Kearny Facility had a carrying value of approximately $ 46.9 million.

The sale of the Kearny Facility resulted in a gain of approximately $ 45.3 million, which is included in gain on disposal of property and equipment in the consolidated statements of income and included in the other non-reportable segment.

Net cash proceeds received at closing were approximately $ 11.0 million after the repayment of approximately $ 26.1 million of outstanding debt secured by the Kearny facility and transaction costs, which were not material .

We evaluated the acquisition of Passaic under ASC 805, Business Combinations , to determine whether Passaic constitutes a “business” as defined therein.

Because substantially all of the fair value of Passaic’s assets is concentrated in a single identifiable asset, the Newark Facility, Passaic does not meet the definition of a business, and the transaction has been accounted for as an asset acquisition.

No goodwill has been recognized in connection with acquisition .

(12) Earnings Per Share

1 unchanged sentence

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

For the thirteen weeks ended April 4, 2026 and March 29, 2025, there were zero and 26,221 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

In thirteen weeks ended April 4, 2026, 98,330 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 thirteen weeks ended March 29, 2025 .

No shares of restricted stock were included in the denominator for the calculation of diluted earnings per share in either the thirteen weeks or twenty-six weeks ended July 4, 2026.

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

In each of the thirteen weeks and twenty-six weeks ended July 4, 2026, we excluded 104,916 shares of non-vested restricted stock from the calculation of diluted earnings per share because such shares were anti-dilutive.

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

(13) Dividends

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 was paid on April 3, 2026 .

Declaration of future cash dividends is subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant .

On April 30, 2026 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, paid on July 1, 2026 to stockholders of record at the close of business on June 1, 2026 .

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(14) Income Taxes

Income tax (benefit) expense for the thirteen weeks ended April 4, 2026 and March 29, 2025 was $( 1.1 ) million and $ 2.0 million representing an effective tax rate of 24.2 % and 25.1 %, respectively.

Income tax expense for the thirteen and twenty-six weeks ended July 4, 2026 was $ 8.4 million and $ 7.3 million representing an effective tax rate of 24.3 % and 24.3 %, respectively.

Income tax expense for the thirteen and twenty-six weeks ended June 28, 2025 was $ 2.9 million and $ 4.9 million representing an effective tax rate of 25.7 % and 25.5 %, respectively.

The effective tax rate is primarily driven by U.S.

state income tax partially offset by income/(losses) earned in foreign jurisdictions with a statutory rate different that the United States.

state income tax partially offset by income/(losses) earned in foreign jurisdictions with a statutory rate different than the United States .

(15) Segment Reporting

8 unchanged sentences

The CODM evaluates segment performance primarily based on income from operations and reviews segment results against internal budgets, forecasts and prior period performance.

The CODM also regularly reviews significant segment expense categories, including purchased transportation and equipment rent, direct personnel and related benefits, operating supplies and expenses, commission expense, occupancy expense, depreciation and amortization, and other segment expenses.

Separate balance sheet information is not regularly provided to the CODM .

The following tables summarize financial information about our reportable segments for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):

Thirteen Weeks Ended April 4, 2026

The following tables summarize financial information about our reportable segments for the thirteen week and twenty-six week periods ended July 4, 2026 and June 28, 2025 (in thousands):

Thirteen Weeks Ended July 4, 2026

Contract Logistics

13 unchanged sentences

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

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

(3) Other segment items primarily include general and administrative expense, insurance and claims expense, gains on disposals of property and equipment, impairment expense and other corporate allocations.

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(15) Segment Reporting – continued

Thirteen Weeks Ended March 29, 2025

Thirteen Weeks Ended June 28, 2025

Contract Logistics

13 unchanged sentences

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

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

(3) Other segment items primarily include general and administrative expense, insurance and claims expense, gains on disposals of property and equipment, and other corporate allocations.

Twenty-six Weeks Ended July 4, 2026

Contract Logistics

Total operating revenues (1)

Operating expenses:

Purchased transportation and equipment rent

Direct personnel and related benefits

Operating supplies and expenses

Commission expense

Occupancy expense

Depreciation and amortization

Other segment expenses (3)

Total operating expenses

Income from operations

(1) Total operating revenues are presented net of intersegment revenues eliminated in consolidation.

Intersegment revenues eliminated in consolidation were $ 0.5 million in contract logistics, $ 1.1 million in intermodal and $ 0.1 million in trucking .

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(15) Segment Reporting – continued

Twenty-six Weeks Ended June 28, 2025

Contract Logistics

Total operating revenues (1)

Operating expenses:

Purchased transportation and equipment rent

Direct personnel and related benefits

Operating supplies and expenses

Commission expense

Occupancy expense

Depreciation and amortization

Other segment expenses (3)

Total operating expenses

Income from operations

(1) Total operating revenues are presented net of intersegment revenues eliminated in consolidation.

Intersegment revenues eliminated in consolidation were $ 0.2 million in contract logistics, $ 2.2 million in intermodal and $ 0.0 million in trucking .

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

(3) Other segment items primarily include general and administrative expense, insurance and claims expense, gains on disposals of property and equipment, and other corporate allocations.

(16) Commitments and Contingencies

Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors.

The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business.

The Company is involved in certain claims and pending litigation arising from the ordinary conduct of business.

We also provide accruals for claims within our self-insured retention amounts.

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However, if the Company experiences claims that are not covered by insurance, exceed policy limits or exceed estimated reserves, it could increase the volatility of earnings and adversely affect the Company’s financial condition, results of operations or cash flows.

At April 4, 2026, approximately 37 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, approximately 26 % of which are subject to contracts that expire in 2026.

At July 4, 2026, approximately 37 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, approximately 27 % of which are subject to contracts that expire in 2026.

While the Company expects to negotiate successor agreements in the ordinary course of business, there can be no assurance that such negotiations will be completed without increased labor costs, work stoppages or other disruptions that could adversely affect the Company’s operations, financial condition or results of operations .

(17) Subsequent Events

On May 1, 2026 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on July 1, 2026 to stockholders of record at the close of business on June 1, 2026 .

On July 31, 2026 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on October 1, 2026 to stockholders of record at the close of business on September 1, 2026 .

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

What changed 10-Q

Item 1. Financial Statements