ULH

8-K/A

0001308208true00013082082025-10-212025-10-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2025

Universal Logistics Holdings, Inc. (Exact name of Registrant as Specified in Its Charter)

Nevada

0-51142

38-3640097

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

12755 E. Nine Mile Road

Warren, Michigan

48089

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 586 920-0100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ULH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note This Amendment No. 1 to the Current Report on Form 8-K of Universal Logistics Holdings, Inc. (the "Company") filed on October 23, 2025 (the "Original Report") is being filed solely to update the disclosure under Item 2.06 to include the determination of the amount of the material impairment charges previously disclosed in the Original Report. In addition, this Amendment includes disclosure under Item 2.02 of the Company's earnings release for the quarter ended September 27, 2025 and disclosure under Item 7.01 of the declaration of a cash dividend. Except as described herein, this Amendment does not modify or update any other disclosures contained in the Original Report. Item 2.02 Results of Operations and Financial Condition. On November 6, 2025, the Company issued a press release announcing its financial results for the quarter ended September 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Item 2.06 Material Impairments. As previously reported, on October 23, 2025, the Company filed a Current Report on Form 8-K under Item 2.06 to disclose that, in connection with the preparation of its financial statements for the quarter ended September 27, 2025, the Company had determined that it would record a material non-cash impairment charge related to certain intangible assets associated with its intermodal segment. At the time of the initial filing, the amount of the impairment charge had not yet been determined. The Company has now completed its evaluation and determined that the total impairment charges to be recognized in the third quarter of 2025 are $81.2 million, consisting of a $58.0 million impairment of goodwill and a $23.2 million impairment of previously acquired customer lists. These impairment charges will be reflected in the Company’s consolidated financial statements for the quarter ended September 27, 2025 and will be recognized as adjustments in certain non-GAAP financial measures disclosed by the Company in its earnings release for that period. Refer to the “Non-GAAP Measures” section in that release for a reconciliation of such non-GAAP measures to the most directly comparable GAAP measures. It is reasonably possible that the Company may recognize additional future material cash or non-cash charges related to its operations that could adversely affect its results of operations and cash flows in the periods in which they are recognized. Item 7.01 Regulation FD Disclosure. On November 6, 2025, the Company issued a press release announcing that the Company’s board of directors declared a cash dividend of $0.105 per share of common stock. The dividend is pa

8-K

0001308208false00013082082025-07-242025-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

Universal Logistics Holdings, Inc. (Exact name of Registrant as Specified in Its Charter)

Nevada

0-51142

38-3640097

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

12755 E. Nine Mile Road

Warren, Michigan

48089

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 586 920-0100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ULH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On July 24, 2025, the Company issued a press release announcing its financial and operating results for the thirteen weeks and twenty-six weeks ended June 28, 2025, a copy of which is furnished as Exhibit 99.1 to this Form 8-K. Item 7.01 Regulation FD Disclosure. On July 24, 2025, the Company issued a press release announcing that the Company’s board of directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on October 1, 2025 to shareholders of record on September 1, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

99.1

Press Release dated July 24, 2025.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Date:

July 24, 2025

By:

/s/ Steven Fitzpatrick

Steven Fitzpatrick Secretary

8-K

0001308208false00013082082025-04-232025-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2025

Universal Logistics Holdings, Inc. (Exact name of Registrant as Specified in Its Charter)

Michigan

0-51142

38-3640097

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

12755 E. Nine Mile Road

Warren, Michigan

48089

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 586 920-0100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ULH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On April 24, 2025, Universal Logistics Holdings, Inc. (“ULH,” “we,” or “our”) issued a press release announcing its financial and operating results for the thirteen weeks ended March 29, 2025, a copy of which is furnished as Exhibit 99.1 to this Form 8-K. Item 5.07 Submission of Matters to a Vote of Security Holders. We held our Annual Meeting of Shareholders on April 23, 2025. At the Annual Meeting, our shareholders elected 11 directors to serve as the Board of Directors until the next Annual Meeting of Shareholders, approved the conversion of the Company to a Nevada corporation, and ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the calendar year 2025. Final vote tabulations are indicated below:

Proposal No. 1: Election of Directors

Nominee

For

Withheld

Grant E. Belanger

25,704,121

111,872

Frederick P. Calderone

24,568,728

1,247,265

Daniel J. Deane

25,689,453

126,540

Clarence W. Gooden

25,719,063

96,930

Marcus D. Hudson

25,720,983

95,010

Matthew J. Moroun

24,438,588

1,377,405

Matthew T. Moroun

20,407,278

5,408,715

Tim Phillips

20,324,121

5,491,872

Michael A. Regan

25,704,331

111,662

Richard P. Urban

25,033,548

782,445

H.E. “Scott” Wolfe

24,604,067

1,211,926

There were 281,877 broker non-votes with respect to this proposal. Proposal No. 2: Approval of the Conversion of the Company to a Nevada Corporation

For

Against

Abstain

19,663,516

6,138,707

13,770

There were 281,877 broker non-votes with respect to this proposal. Proposal No. 3: Ratification of the Company’s independent registered public accounting firm for 2025

For

Against

Abstain

25,970,144

124,959

2,767

Item 7.01 Regulation FD Disclosure. We issued a press release on April 24, 2025 announcing that our Board of Directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on July 1, 2025 to shareholders of record on June 2, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits.

99.1

Press Release dated April 24, 2025.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Date:

April 24, 2025

By:

/s/ Steven Fitzpatrick

Steven Fitzpatrick Secretary