Form 8-K
8-K — UNIVERSAL LOGISTICS HOLDINGS, INC.
Accession: 0001193125-26-147675
Filed: 2026-04-08
Period: 2026-04-02
CIK: 0001308208
SIC: 4213 (TRUCKING (NO LOCAL))
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ulh-20260402.htm (Primary)
EX-99.1 (ulh-ex99_1.htm)
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8-K
8-K (Primary)
Filename: ulh-20260402.htm · Sequence: 1
8-K
0001308208false00013082082026-04-022026-04-02
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 02, 2026
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2026, Jude M. Beres notified Universal Logistics Holdings, Inc., a Nevada corporation (the “Company”), of his resignation as Chief Financial Officer and Treasurer of the Company, effective May 29, 2026, in order to pursue other opportunities outside the transportation and logistics industry. Mr. Beres’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Beres is expected to remain with the Company through May 29, 2026 to assist in the transition of his responsibilities.
In connection with Mr. Beres’ resignation, on April 7, 2026, the Executive Committee of the Board of Directors of the Company appointed Michael Rogers, age 59, to serve as the Company’s Chief Financial Officer and Treasurer, effective June 1, 2026. The Board of Directors is expected to ratify Mr. Rogers’ appointment at its next meeting.
Mr. Rogers has served as Chief Financial Officer of Conlan Tire Co., Hercules Materials Holdings LLC and certain of their affiliates since October 2022. Prior to that time, Mr. Rogers served in various finance-related roles for approximately thirty years with Ford Motor Company, including as Model e Controller – Product Development, Global Controller – Warranty, Global Controller – Material Planning and Logistics, and Finance Director, Canada, Mexico and South America Operations.
Mr. Rogers received a Bachelor of Science degree in Civil Engineering from Rice University and an M.B.A. from the Mendoza College of Business at the University of Notre Dame.
There are no arrangements or understandings between Mr. Rogers and any other persons pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Rogers and any director or executive officer of the Company, and there are no transactions involving Mr. Rogers requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, the Company has agreed to the principal terms of Mr. Rogers’ compensation arrangements. Effective as of June 1, 2026, Mr. Rogers will receive a base salary of $425,100 annually which, subject to his continued employment with the Company, increases to $500,000 in June 2027. Mr. Rogers also will be eligible to participate in the Company’s annual cash incentive compensation program and, for 2026, will be eligible to receive a minimum cash bonus of $300,000, payable in October 2026.
In addition, effective as of June 1, 2026, Mr. Rogers will be eligible to receive a restricted stock award with an aggregate grant date value of approximately $127,500, subject to approval by the Board of Directors and the terms of the Company’s equity incentive plan and applicable award agreements. The restricted stock award would vest over a four-year period, with 25% vesting on each anniversary of the grant date, subject to Mr. Rogers’ continued employment.
Mr. Rogers also will be entitled to participate in the Company’s employee benefit plans and programs generally available to senior executives of the Company, including health, dental, vision, disability, life insurance, and paid time off benefits.
The Company and Mr. Rogers are in the process of negotiating and finalizing a definitive written employment agreement and related award agreements reflecting the foregoing arrangements, as well as severance provisions and customary restrictive covenant provisions. The Company expects to file such agreements as exhibits to a subsequent periodic report or current report, as applicable, after they have been executed.
Item 7.01 Regulation FD Disclosure.
On April 8, 2026, the Company issued a press release announcing Mr. Beres’ resignation and Mr. Rogers’ appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
99.1
Press Release dated April 8, 2026, announcing the appointment of Michael Rogers as Chief Financial Officer and Treasurer of the Company and the resignation of Jude M. Beres
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 8, 2026
By:
/s/ Steven Fitzpatrick
Steven Fitzpatrick
Secretary
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Universal Logistics Holdings, Inc. Announces Appointment of Michael Rogers as Chief Financial Officer
Warren, MI – April 8, 2026 — Universal Logistics Holdings, Inc. (Nasdaq: ULH) today announced that Michael Rogers has been appointed Chief Financial Officer and Treasurer, effective June 1, 2026.
Mr. Rogers currently serves as Chief Financial Officer of Conlan Tire Co., Hercules Materials Holdings LLC and certain of their privately held affiliates. Prior to that time, Mr. Rogers spent approximately thirty years with Ford Motor Company in a variety of finance-related leadership roles, including Model e Controller – Product Development, Global Controller – Warranty, Global Controller – Material Planning and Logistics, and Finance Director, Canada, Mexico and South America Operations.
Mr. Rogers holds a Bachelor of Science degree in Civil Engineering from Rice University and an M.B.A. from the Mendoza College of Business at the University of Notre Dame.
Tim Phillips, Chief Executive Officer of Universal Logistics Holdings, stated, “We are delighted to have the opportunity to work with Mike in this role. Mike brings tremendous breadth and depth of financial, operational and leadership experience, both from his many years with Ford and from his more recent service. We believe Mike’s background, judgment and familiarity with Universal will make him an outstanding addition to our senior leadership team.”
The Company also announced that Jude M. Beres had informed the Company of his decision to resign from his positions as Chief Financial Officer and Treasurer of the Company, effective May 29, 2026, in order to pursue other opportunities outside the transportation and logistics industry.
Mr. Phillips added, “On behalf of the Board of Directors and the entire Universal team, I want to thank Jude for his many years of dedicated and exemplary service to the Company. Jude has served as our Chief Financial Officer and Treasurer since 2016 and previously served as our Chief Administrative Officer. Over the course of nearly three decades with the Company and its affiliated businesses, Jude has played an important role in our growth and development, and we are grateful for his many contributions over the years. We wish him continued success in this next chapter of his career.”
Mr. Beres is expected to remain with the Company through May 29, 2026 to assist in the transition of his responsibilities
Source: Universal Logistics Holdings, Inc.
For Further Information:
Steven Fitzpatrick, Investor Relations
SFitzpatrick@UniversalLogistics.com
About Universal:
Universal Logistics Holdings, Inc. (“Universal”) 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. In this press release, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries.
Forward Looking Statements
Some of the statements contained in this press release might be considered forward-looking statements. These statements identify prospective information, including statements regarding the anticipated transition of responsibilities and the future contributions of Mr. Rogers.
Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Such risks and uncertainties include, but are not limited to, the timing and effectiveness of the transition of responsibilities, the future contributions of Mr. Rogers, market conditions, customer demand, pricing and competitive pressures, the timing, execution and effectiveness of cost-reduction, efficiency or restructuring initiatives, operating costs, labor availability and other factors affecting operating income and margins.
Additional information about the factors that may adversely affect these forward-looking statements is contained in Universal’s reports and filings with the Securities and Exchange Commission. Universal assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.
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