UNIVERSAL LOGISTICS HOLDINGS, INC. 10-Q

ITEM 4: CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of July 4, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As previously disclosed in Part II, Item 9A, “Controls and Procedures,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to deficiencies in controls over complex accounting analyses and estimates, including goodwill impairment analyses, the review of reporting unit carrying values and significant assumptions used in valuation models, and the availability of sufficient technical accounting resources to address significant non-routine transactions and related financial statement disclosures. As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of July 4, 2026. The material weakness resulted in a material misstatement of the Company’s previously issued interim financial statements for the period ended September 27, 2025. The Company corrected that misstatement by filing Amendment No. 1 to its Quarterly Report on Form 10-Q/A on March 9, 2026. Management has concluded that the material weakness did not result in a material misstatement of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q; however, until remediated, the material weakness could result in a material misstatement of the Company’s annual or interim financial statements that may not be prevented or detected in a timely manner. Notwithstanding the identified material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles. Remediation Activities Management, with oversight from the Audit Committee of the Board of Directors, continues to implement measures designed to remediate the material weakness described above. During the quarter ended July 4, 2026, the Company continued to enhance its internal control environment through the following actions: • Expanding internal accounting and financial reporting resources, including personnel with technical accounting expertise; • increasing the use of third-party technical accounting, tax, valuation and internal control specialists, as appropriate; • enhancing quarterly review controls over goodwill impairment analyses, reporting unit carrying values and significant assumptions used in valuation models; • formalizing documentation standards and review procedures for significant estimates, judgments and non-routine transactions; • strengthening controls over the review and approval of journal entries, account reconciliations, financial statement preparation and SEC disclosures; • implementing additional controls designed to validate deferred tax balances, reporting unit carrying values and other inputs used in impairment testing; and • enhancing Audit Committee oversight over complex accounting matters, remediation activities and internal control progress. The Company is also in the process of further enhancing its internal control framework and documentation procedures in connection with the continued engagement of external internal control consultants. Although management believes these remediation activities will strengthen the Company’s internal control over financial reporting, the material weakness will not be considered remediated until the applicable controls have been fully implemented, have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. Changes in Internal Control over Financial Reporting Except for the remediation measures described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended July 4, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 29 Inherent Limitations on Effectiveness of Controls Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. 30 PART II – OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS For information regarding legal proceedings, see Note 16 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.