Form 8-K

8-K — UNIVERSAL LOGISTICS HOLDINGS, INC.

Accession: 0001193125-26-201493

Filed: 2026-05-01

Period: 2026-04-29

CIK: 0001308208

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ulh-20260429.htm (Primary)

EX-10.1 (ulh-ex10_1.htm)

EX-99.1 (ulh-ex99_1.htm)

GRAPHIC (img73119764_0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ulh-20260429.htm · Sequence: 1

8-K

false000130820800013082082026-04-292026-04-29

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 29, 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 2.02 Results of Operations and Financial Condition.

On May 1, 2026, Universal Logistics Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the thirteen weeks ended April 4, 2026, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer and Treasurer

As previously disclosed in the Current Report on Form 8-K filed by the Company on April 8, 2026, Michael H. Rogers was appointed to serve as Chief Financial Officer and Treasurer of the Company, effective June 1, 2026.

On April 29, 2026, the Company’s subsidiary, Universal Management Services, Inc., entered into an employment agreement (the “Employment Agreement”) with Mr. Rogers in connection with his appointment as the Company’s Chief Financial Officer and Treasurer. The Employment Agreement provides that Mr. Rogers’ employment will commence on June 1, 2026 (the “Effective Date”).

Under the Employment Agreement, effective as of the Effective Date, Mr. Rogers will receive an annual base salary of $425,100, which, subject to his continued employment with the Company, will increase to $500,000 in June 2027. Mr. Rogers will also 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, subject to his continued employment through the applicable payment date.

In addition, effective as of the Effective Date, Mr. Rogers will be eligible to receive a restricted stock award with an aggregate grant date value of approximately $127,500, which is expected to vest over a four-year period, with 25% vesting on each anniversary of the grant date, subject to Mr. Rogers’ continued employment. The restricted stock award will be granted under the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan and will be subject to the terms of such plan and a separate restricted stock award agreement between the Company and Mr. Rogers.

Mr. Rogers will also 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 foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Audit Committee Appointment

On April 29, 2026, the Board of Directors appointed Michael A. Regan to serve as a member of the Audit Committee, effective immediately. Mr. Regan has served as a director of the Company since 2013. The Board of Directors has determined that Mr. Regan is independent under the applicable listing standards of The Nasdaq Stock Market LLC and qualifies as an audit committee financial expert. There are no arrangements or understandings between Mr. Regan and any other person pursuant to which he was selected as a member of the Audit Committee, and there are no transactions involving Mr. Regan that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 29, 2026. At the Annual Meeting, the stockholders elected 9 directors to serve as the Board of Directors until the next Annual Meeting of Stockholders, approved on an advisory basis the 2025 compensation awarded to our named executive officers, and ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the calendar year 2026. Final vote tabulations are indicated below:

Proposal No. 1: Election of Directors

Nominee

For

Withheld

Grant E. Belanger

23,885,723

2,018,353

Frederick P. Calderone

20,633,906

5,270,170

Clarence W. Gooden

25,493,027

411,049

Marcus D. Hudson

24,051,648

1,852,428

Matthew J. Moroun

20,431,071

5,473,005

Matthew T. Moroun

20,108,850

5,795,226

Tim Phillips

20,296,799

5,607,277

Michael A. Regan

25,243,141

660,935

H.E. “Scott” Wolfe

20,640,086

5,263,990

There were 196,327 broker non-votes with respect to this proposal.

Proposal No. 2: Non-binding advisory vote to approve the compensation of the Company’s named executive officers

For

Against

Abstain

25,683,675

176,542

43,859

There were 196,327 broker non-votes with respect to this proposal.

Proposal No. 3: Ratification of the Company’s independent registered public accounting firm for 2026

For

Against

Abstain

26,082,205

3,591

14,607

Item 7.01 Regulation FD Disclosure.

On May 1, 2026, the Company issued a press release announcing that our Board declared a cash dividend of $0.105 per share of common stock. The dividend is payable on July 1, 2026 to stockholders of record on June 1, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

10.1

Employment Agreement between Universal Management Services, Inc. and Michael Rogers

99.1

Press Release dated May 1, 2026

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:

May 1, 2026

By:

/s/ Steven Fitzpatrick

Steven Fitzpatrick

Secretary

EX-10.1

Filename: ulh-ex10_1.htm · Sequence: 2

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into as of April 29, 2026 (the “Execution Date”), by and between Universal Management Services, Inc. and its affiliated companies (collectively, the "COMPANY") and Michael Rogers (“EMPLOYEE”). EMPLOYEE’s employment with the COMPANY shall commence on June 1, 2026 (the “Effective Date”).

Subject to the terms and conditions contained in this Agreement, COMPANY hereby employs EMPLOYEE in the position of Chief Financial Officer and Treasurer with such duties and responsibilities as are commensurate with such office and may from time-to-time be assigned to EMPLOYEE by COMPANY. EMPLOYEE shall serve as Chief Financial Officer and Treasurer of Universal Logistics Holdings, Inc.

EMPLOYEE hereby accepts such employment as a full-time employee, and while employed, shall devote his or her full business time, skills, energy and attention to the business of COMPANY, shall perform his or her duties in a diligent, loyal, businesslike and efficient manner, all for the sole purpose of enhancing the business of COMPANY, and in a manner consistent with all COMPANY policies, resolutions and directives from time to time stated or made by the COMPANY. Moreover, EMPLOYEE shall perform such services and duties as are consistent with EMPLOYEE’s position, are necessary or appropriate for the operation and management of COMPANY, and as are normally expected of persons appointed to executive positions in the business in which COMPANY is engaged.

1. Compensation for Services.

COMPANY shall pay to EMPLOYEE an annual base salary of $425,100.00 (“Base Salary”) as COMPANY’s Chief Financial Officer and Treasurer. Effective June 1, 2027, EMPLOYEE’s annual Base Salary shall increase to $500,000, subject to EMPLOYEE’s continued employment with COMPANY as of such date. EMPLOYEE shall be eligible to receive a minimum cash bonus of $300,000, payable in October 2026, subject to EMPLOYEE’s continued employment with COMPANY through the applicable payment date.

Base Salary shall be payable in equal installments pursuant to COMPANY’s payroll system in effect from time to time, less all applicable taxes required to be withheld by COMPANY pursuant to federal, state or local law.

EMPLOYEE will be reviewed annually for changes in Base Salary and eligibility for a performance bonus, if any.

As of the Effective Date, EMPLOYEE shall be eligible to receive a restricted stock award with an aggregate grant date value of approximately $127,500, which shall vest in four equal annual installments of 25% on each anniversary of the grant date, subject to EMPLOYEE’s continued employment with COMPANY. Such award shall be granted under the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan and shall be subject to the terms and conditions of such plan and a separate restricted stock award agreement.

2. Benefits.

EMPLOYEE shall be entitled to fringe benefits provided by COMPANY for its employees in the normal course of business.

3. Business Expenses.

COMPANY shall reimburse EMPLOYEE for all reasonable and necessary business expenses incurred by EMPLOYEE in the performance of his or her duties hereunder with respect to travel, entertainment and other business expenses, subject to COMPANY’s business expense policies in effect from time to time, including its procedures with respect to the manner of incurring, reporting and documenting such expenses.

4. Proprietary Information

a. EMPLOYEE shall forever hold in the strictest confidence and not disclose to any person, firm, corporation or other entity any of COMPANY’s Proprietary Information (as defined below) or any of COMPANY’s Records (as defined below) except as such disclosure may be required in connection with EMPLOYEE’s work for COMPANY and as expressly authorized by COMPANY in writing.

b. For the purposes of this Agreement, the term “Proprietary Information” shall mean intercompany publications, unpublished works, plans, policies, computer and information systems, software and other information and knowledge relating or pertaining to the products, services, sales or other business of COMPANY or its successor, affiliates and customers in any way which is of a confidential or proprietary nature, the prices it obtains or has obtained from the sale of its services, its manner of operation, its plans, processes or other data, contracts, information about contracts, contract forms, business applications, costs, profits, tax information, marketing information, advertising methods, customers, potential customers, brokers, potential brokers, employees, matters of a technical nature (including inventions, computer programs, concepts, developments, contributions, devices, discoveries, software and documentations, secret processes or machines, including any improvements thereto and know-how related thereto, and research projects, etc.), and other information not generally available to the public, without regard to whether all of the foregoing matters will be deemed confidential, material or important. Anything to the contrary notwithstanding, the parties hereto stipulate that any and all knowledge, data and information gathered by EMPLOYEE through this Agreement, his/her employment with COMPANY and the operation of the business of COMPANY is deemed important, material or confidential, and gravely affects the effective and successful conduct of the business of COMPANY and COMPANY 's good will; could not without great expense and difficulty be obtained or duplicated by others who have not been able to acquire such information by virtue of employment with COMPANY; and that any breach of the terms of this Paragraph 4 shall be deemed a material breach of this Agreement.

c. EMPLOYEE agrees that all creative work, including without limitation, designs, drawings, specifications, techniques, models, processes and software prepared or originated by

EMPLOYEE during or within the scope of employment whether or not subject to protection under the federal copyright or other law constitutes work made for hire all rights to which are owned by COMPANY. Moreover, EMPLOYEE hereby assigns to COMPANY all right, title and interest whether by way of copyright, trade secret, patent or otherwise, and all such work whether or not subject to protection by copyright or other law.

d. Upon termination of employment with COMPANY or at any other time requested by COMPANY, EMPLOYEE shall immediately return to COMPANY and not retain any copies of, any records, data, lists, plans, policies, publications, computer and information systems, files, diagrams and documentation, data, papers, drawings, memos, customer records, reports, correspondence, note books, service listing and any other business record of any kind or nature (including without limitation records in machine-readable or computer-readable forms) relating to Proprietary Information (“Records”).

e. EMPLOYEE acknowledges that, to the extent COMPANY derives independent economic value from any of its Proprietary Information and takes reasonable measures to maintain its secrecy, such Proprietary Information will be considered a trade secret under applicable law. EMPLOYEE further acknowledges that under the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. EMPLOYEE further acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

5. Covenant Not To Solicit / Not To Compete:

a. As a material part of the consideration for this Agreement, EMPLOYEE agrees for a twenty-four (24) month period following the termination of EMPLOYEE's employment with COMPANY for any reason; EMPLOYEE agrees that he or she will not, either solely or jointly with, or as manager or agent for, any person, corporation, trust, joint venture, partnership, or other business entity, directly or indirectly, approach or solicit for business, accept business from, divert business from, or otherwise interfere with any COMPANY or Affiliated Companies relationship with, any person or entity (or legal successor to such person or entity) that EMPLOYEE had any direct contact with while employed by the COMPANY and that: (a) has been a customer of COMPANY or any of the Affiliated Companies at any time within the six (6) month period prior to EMPLOYEE’s termination; or (b) to whom COMPANY or one of the Affiliated Companies had made a proposal within the six (6) month period prior to EMPLOYEE’s termination. In the event EMPLOYEE is terminated pursuant to Section 8 subsection (d) the Covenant Not to Compete will be for a period of 90 days unless COMPANY elects the option to extend the Covenant Not To Compete up to one (1) year provided the separation agreement in Section 8 subsection (d) provides for compensation up to one (1) year. Anything contrary notwithstanding, this Paragraph 5 shall survive after the termination or the earlier cancellation of this Agreement.

b. Both parties agree that the restrictions in this section are fair and reasonable in all respects including the length of time that they shall remain in effect and that COMPANY’s employment of EMPLOYEE upon the terms and conditions of this Agreement is fully sufficient consideration for EMPLOYEE's obligations under this section.

c. If any provisions of this section are ever held by a Court to be unreasonable, the parties agree that this section shall be enforced to the extent it is deemed to be reasonable.

6. No Interference With Employment Relationships

EMPLOYEE agrees that, during his or her employment, and for a period of twenty-four (24) months after his/her employment has terminated, for any reason, EMPLOYEE will not, directly or indirectly, solicit for employment, hire, or offer employment to, or otherwise aid or assist any person or entity other than COMPANY, in soliciting for employment, hiring, or offering employment to: (a) any employee of COMPANY, Affiliated Companies, or any independent contractor engaged by COMPANY or Affiliated Companies; or (b) any former employee or independent contractor of COMPANY or Affiliated Companies who was employed, or engaged, by COMPANY or Affiliated Companies within six (6) months before or after the cessation of EMPLOYEE’s employment. If EMPLOYEE breaches this provision and EMPLOYEE OR EMPLOYEE’S new principal or employer or an affiliate thereof hires any employee, former employee or independent contractor of COMPANY, EMPLOYEE agrees to pay COMPANY a fee equal to 30% of the employee’s or independent contractors gross compensation for his or her last full year of employment with the COMPANY or 30% of the employee’s gross compensation for his or her most recent partial year of employment, whichever is greater. This paragraph 6 also applies to employees of companies on Exhibit A.

7. Equitable Relief And Remedies At Law

EMPLOYEE acknowledges that COMPANY would suffer unique and irreparable injury in the event of a breach of the covenants contained in Sections 4, 5 and 6 of this Agreement, which breach could not be adequately compensated by the payment of damages alone. Accordingly in the event of any such breach by EMPLOYEE, EMPLOYEE agrees that this Agreement may be enforced by a decree of specific performance or an injunction without the necessity of posting a bond in addition to any remedies available at law, including damages arising out of or relating to a breach of those covenants, and that any remedy which COMPANY might have at law would be inadequate by itself.

8. Termination of Agreement

a. Without limitation of any other remedy available to COMPANY, whether in law or in equity, EMPLOYEE’s employment relationship shall terminate immediately without any further liability of COMPANY to EMPLOYEE, upon written notice from COMPANY to EMPLOYEE, for Just Cause. For purpose of this Agreement, “Just Cause” means: conviction of a felony, moral turpitude, gross negligence in the performance of duties, intentional failure to perform duties, failure to perform duties as designated in this agreement, insubordination or dishonesty. In the event of EMPLOYEE’s termination pursuant to this Section 8(a), COMPANY shall have no obligation to pay Base Salary, bonuses, or benefits after date the employment relationship is terminated.

b. EMPLOYEE’s employment relationship shall terminate immediately upon death of EMPLOYEE.

c. EMPLOYEE agrees to submit to a medical examination at any time at COMPANY's request and expense. The medical examination will be related to EMPLOYEE's job and consistent with a business necessity of COMPANY. This Agreement may be terminated by COMPANY immediately upon written notice to EMPLOYEE if the examination reveals that EMPLOYEE is unable to perform the essential functions of this Agreement even with a reasonable accommodation. The Agreement may also be terminated if, for a period of three (3) consecutive months, EMPLOYEE is unable to perform the essential functions of the Agreement even with a reasonable accommodation. Upon such termination due to medical disability, EMPLOYEE's compensation shall be continued for three (3) months from the date of disability. In addition, EMPLOYEE will receive any residual bonus earned but not paid. Residual bonus to be paid in normal course of business

d. Upon the determination by COMPANY that the best interests of COMPANY would be served, COMPANY shall have the further right to terminate EMPLOYEE’s employment relationship immediately or at any time, at its option upon written notice to EMPLOYEE, without Just Cause. If EMPLOYEE is terminated pursuant to this Section 8(d), EMPLOYEE shall be entitled to receive one (1) year severance (salary paid weekly) if terminated within first three (3) years of agreement, provided that EMPLOYEE signs the provided Separation Agreement (similar to the attached separation agreement). If EMPLOYEE is terminated pursuant to this Section 8(d) after three (3) years of agreement, EMPLOYEE shall be entitled to receive 90 days severance. If COMPANY elects to extend the Covenant Not To Compete up to one (1) year they agree to extend Base Salary up to one (1) year. These payments shall not constitute employment for purpose of Section 5.

e. Any compensation payable to EMPLOYEE pursuant to this Section 8 following termination pursuant to subsection (d) of this Section 8 shall be reduced by the amount of any compensation earned by EMPLOYEE in any employment or consulting he/she may undertake during said period that constitutes a violation of Section 7 respecting non-competition.

f. Upon 90 days prior written notice to COMPANY at any time, EMPLOYEE shall have the right to terminate his/her employment relationship with COMPANY at his/her option.

Upon receipt of such notice, COMPANY shall have the option to terminate EMPLOYEE’s employment relationship immediately upon written notice to EMPLOYEE. In the event of termination pursuant to this Section 8(f), EMPLOYEE shall be entitled to receive Base Salary only for 90 days. The time period on the covenant not to compete shall commence at the time of notice. Should EMPLOYEE voluntarily terminate their employment with COMPANY and fail to provide COMPANY the requisite 90 days written notice, EMPLOYEE hereby confirms and agrees that it will be difficult or impossible to estimate the financial damage to the COMPANY. EMPLOYEE therefore agrees to immediately pay COMPANY an amount equal to 90 days of EMPLOYEE’s weekly salary as liquidated damages, and not as a penalty, to the COMPANY resulting from the failure to provide the required 90 days written notice that EMPLOYEE is voluntarily terminating employment with COMPANY. EMPLOYEE agrees that the foregoing amount reasonably reflects the COMPANY’S probable loss flowing from such failure to provide 90 days notice that EMPLOYEE is voluntarily terminating their employment with COMPANY. Nothing in this section precludes the COMPANY from pursuing any other remedy defined in this Agreement.

g. Upon termination of this Agreement by COMPANY, EMPLOYEE shall, without a claim for compensation, provide COMPANY with written resignations from any and all offices held by his/her in or at the request of COMPANY, and in the event of his/her failure to do so, COMPANY is hereby irrevocably authorized to be, or designated as EMPLOYEE’s attorney in fact, to act in his/her name and in his/her behalf to execute such resignations.

9. No Restriction on Performance of Services Contemplated by Agreement

EMPLOYEE represents and warrants to COMPANY that: (i) EMPLOYEE is under no contractual or other restriction which would give a third party a legal right to assert that EMPLOYEE would not be legally permitted to perform the services contemplated by this Agreement; and (ii) by entering into this Agreement EMPLOYEE has not breached, and by performing the services contemplated by this Agreement, shall not breach, any Agreement or duty relating to proprietary information of another person or entity. It shall be considered cause for termination under Section 8(a) if the EMPLOYEE is under a contractual or other restriction which prevents the EMPLOYEE from performing services upon which they are hired to perform.

10. Severability

In case any one or more of the provisions hereof shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. To the extent possible, there shall be deemed substituted such other provision as will most nearly accomplish the intent of the parties, to the extent permitted by applicable law.

11. Entire Agreement

This Agreement embodies all the representations, warranties, covenants and agreements of the parties in relation to the subject matter hereof, and no representations, warranties, covenants, understandings, or agreements, unless expressly set forth herein or in an instrument in writing

signed by the party to be bound thereby which makes reference to this Agreement, shall be considered effective.

12. No Rights in Third Parties

Nothing herein expressed or implied is intended to, or shall be construed to confer upon, or give to any person, firm or other entity other than the parties hereto any rights or remedies under this Agreement, except as provided in Section 14.

13. Assignment

COMPANY may assign its rights and delegate its responsibilities under this Agreement to any affiliated company or to any corporation which acquires all or substantially all of the operating assets of COMPANY by merger, consolidation, dissolution, liquidation, combination, sale or transfer of assets or stock or otherwise. EMPLOYEE shall not be entitled to assign his or her rights or delegate his or her responsibilities under this Agreement to any person.

14. Payment to Estate

No person, firm or entity shall have any right to receive any payments owing to EMPLOYEE hereunder, except that EMPLOYEE’s estate shall be entitled to receive a final payment of installment of Base Salary for services rendered to COMPANY through date of death, reimbursement for any business expenses previously incurred by EMPLOYEE for which he or she would have been entitled to reimbursement hereunder, and any residual bonus earned but not paid. Any residual bonus shall be paid in normal course of business.

15. Amendment

No modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

16. Survival of Covenants

Without limitation of any other provisions of this Agreement, all representations and warranties set forth in this Agreement and the covenants set forth in Sections 4, 5 and 6 shall survive the termination of this Agreement for any reason for the maximum period permitted by law.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Michigan. The parties agree that should any litigation arise out of, in connection with, or relating to this Agreement, such litigation will be commenced in the Circuit Court for Macomb County Michigan or in the United States District Court for the Eastern District of Michigan provided such court has subject matter jurisdiction and venue.

18. Notices.

Service of all notices under this Agreement must be given personally to the party involved at the address set forth below or at such other address as such party shall provide in writing from time to time.

COMPANY:

Universal Management Services, Inc.

12755 E. Nine Mile Rd.

Warren, MI 48089

EMPLOYEE:

Michael Rogers

12755 E. Nine Mile Rd.

Warren, MI 48089

(principal executive offices)

19. Section Headings

The titles to the Sections of this Agreement are for convenience of the parties only and shall not affect in any way the meaning or construction of any Section of this Agreement.

20. Non-Waiver.

No covenant or condition of this Agreement may be waived except by the written consent of COMPANY. Forbearance or indulgence by COMPANY in any regard whatsoever shall not constitute a waiver of the covenants or conditions to be performed by EMPLOYEE to which the same may apply, and, until complete performance by EMPLOYEE of said covenant or condition, COMPANY shall be entitled to invoke any remedy available to COMPANY under this Agreement or by law or in equity, despite said forbearance or indulgence.

21. Construction

Although this Agreement was drafted by COMPANY, the parties agree that it accurately reflects the intent and understanding of each party and should not be construed against COMPANY if there is any dispute over the meaning or intent of any provisions.

[Signatures appear on next page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

On Behalf of:

UNIVERSAL MANAGEMENT SERVICES, INC.

/s/ Jillian Smits

By:

/s/ Benjamin Sengstock

[Witness]

Benjamin Sengstock

President, HR-1 LLC

/s/ Hannah Mitchell

By:

/s/ Michael H. Rogers

[Witness]

Michael Rogers

EXHIBIT A

Central Transport, LLC.

Universal Logistics Holdings Inc.

Conlan Tire Co LLC

P.A.M. Transport, Inc.

Hercules Materials Holdings

This will include all entities under common ownership to the above companies and/or their successors.

EX-99.1

Filename: ulh-ex99_1.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Universal Logistics Holdings, Inc. Reports First Quarter 2026 Financial Results; Declares Dividend

First Quarter 2026 Operating Revenues: $367.6 million

First Quarter 2026 Operating Income: $4.8 million

First Quarter 2026 Earnings Per Share: $(0.13) per share

Declares Quarterly Dividend: $0.105 per share

Warren, MI – May 1, 2026 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated first quarter 2026 net loss of $(3.5) million, or $(0.13) per basic and diluted share, on total operating revenues of $367.6 million. This compares to net income of $6.0 million, or $0.23 per basic and diluted share, during first quarter 2025 on total operating revenues of $382.4 million.

In first quarter 2026, Universal’s operating income was $4.8 million, compared to $15.7 million in the first quarter one year earlier. As a percentage of operating revenue, operating margin for first quarter 2026 was 1.3%, compared to 4.1% during the same period last year.

The Company's EBITDA, a non-GAAP measure, during first quarter 2026 was $40.7 million, compared to $51.7 million one year earlier. EBITDA margin, a non-GAAP measure, for first quarter 2026 was 11.1%, compared to 13.5% during the same period last year.

The Company provides reconciliations of each non-GAAP financial measure used in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP. These quantitative reconciliations, together with management’s explanation of the purposes for which the non-GAAP measures are used, are presented in the accompanying tables and related disclosures.

“Our first-quarter performance reflects a slow start to the year driven primarily by continued weakness in our intermodal segment, including lower volumes and pricing pressure,” stated Universal’s CEO Tim Phillips. “Although we experienced positive momentum as the quarter progressed, the softness in the first two months proved to be a meaningful drag on our overall results for the period. While the recovery in our intermodal franchise is taking longer than anticipated, we continue to implement operational improvements and remain committed to restoring this segment to profitability. We are confident in the overall strength and resilience of Universal’s business model and remain focused on executing our strategy to drive long-term, sustainable success.”

Segment Information:

Contract Logistics

First Quarter 2026 Operating Revenues: $269.5 million

First Quarter 2026 Operating Income: $17.5 million

In the contract logistics segment, which includes our value-added and dedicated services, first quarter 2026 operating revenues increased 5.3% to $269.5 million, compared to $255.9 million for the same period last year.

Included in contract logistics segment revenues were $7.9 million in separately identified fuel surcharges from dedicated transportation services, compared to $8.6 million in the same period last year. At the end of first quarter 2026, we managed 79 value-added programs compared to a total of 87 programs at the end of first quarter 2025.

Income from operations in the contract logistics segment during first quarter 2026 was $17.5 million, compared to $23.9 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for first quarter 2026 was 6.5%, compared to 9.3% in the prior-year period.

Intermodal

First Quarter 2026 Operating Revenues: $47.9 million

First Quarter 2026 Operating (Loss): $(13.1) million

Operating revenues in the intermodal segment decreased 32.3% to $47.9 million in first quarter 2026, compared to $70.7 million for the same period last year. The year-over-year decline reflects lower load volumes and continued softness in demand and pricing pressures.

Included in intermodal segment revenues for the recently completed quarter were $5.4 million in separately identified fuel surcharges, compared to $8.2 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $7.2 million during first quarter 2026, compared to $8.1 million one year earlier.

Load volumes declined 23.3%, and the average operating revenue per load, excluding fuel surcharges, declined an additional 10.4% on a year-over-year basis. In first quarter 2026, the intermodal segment experienced an operating loss of $(13.1) million compared to $(10.7) million one year earlier. As a percentage of revenue, operating margin in the intermodal segment for first quarter 2026 was (27.4)%, compared to (15.1)% one year earlier.

Trucking

First Quarter 2026 Operating Revenues: $50.2 million

First Quarter 2026 Operating Income: $0.6 million

In the trucking segment, first quarter 2026 operating revenues decreased 9.7% to $50.2 million, compared to $55.6 million for the same period last year.

First quarter 2026 trucking segment revenues included $16.2 million of brokerage services, compared to $18.0 million during the same period last year. Also included in our trucking segment revenues were $3.6 million in separately identified fuel surcharges during first quarter 2026, compared to $3.5 million in fuel surcharges during the same period last year.

On a year-over-year basis, load volumes declined 8.9% and the average operating revenue per load, excluding fuel surcharges, declined an additional 6.0%. Income from operations in first quarter 2026 was $0.6 million compared to $2.2 million during the same period last year. As a percentage of revenue, operating margin in the trucking segment for first quarter 2026 was 1.1% compared to 3.9% during the same period last year.

Cash Dividend

Universal Logistics Holdings, Inc. also announced today that its Board of Directors has declared a cash dividend of $0.105 per share of common stock. The dividend is payable to stockholders of record at the close of business on June 1, 2026 and is expected to be paid on July 1, 2026.

Other Matters

As of April 4, 2026, Universal held cash and cash equivalents totaling $17.9 million. Outstanding debt at the end of first quarter 2026 was $754.7 million and capital expenditures totaled $9.6 million.

Universal calculates and reports certain financial metrics, in addition to those prepared in accordance with GAAP, for purposes of its lending arrangements and to assist management in evaluating operating performance by isolating and excluding the impact of certain non-operating expenses associated with corporate development activities. These measures, which are not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. are described in more detail below in the section captioned “Non-GAAP Financial Measures.”

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. Forward-looking statements can be identified by words such as: “expect,” “anticipate,” “intend,” “plan,” “goal,” “prospect,” “seek,” “believe,” “targets,” “project,” “estimate,” “future,” “likely,” “may,” “should” and similar references to future periods.

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. These risks and uncertainties include, but are not limited to, 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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

Thirteen Weeks Ended

April 4,

March 29,

2026

2025

Operating revenues:

Truckload services

33,977

37,778

Brokerage services

16,753

20,265

Intermodal services

47,312

68,455

Dedicated services

84,118

85,007

Value-added services

185,415

170,885

Total operating revenues

367,575

382,390

Operating expenses:

Purchased transportation and equipment rent

60,678

79,743

Direct personnel and related benefits

176,203

164,501

Operating supplies and expenses

48,327

51,312

Commission expense

4,186

4,255

Occupancy expense

15,559

11,253

General and administrative

14,604

13,193

Insurance and claims

7,598

6,965

Depreciation and amortization

35,643

35,488

Total operating expenses

362,798

366,710

Income from operations

4,777

15,680

Interest expense, net

(9,706

)

(8,224

)

Other non-operating income

295

578

Income (loss) before income taxes

(4,634

)

8,034

Provision for income taxes

(1,123

)

2,020

Net income (loss)

(3,511

)

6,014

Earnings per common share:

Basic

(0.13

)

0.23

Diluted

(0.13

)

0.23

Weighted average number of common shares outstanding:

Basic

26,353

26,320

Diluted

26,353

26,346

Dividends declared per common share:

0.105

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

April 4,

2026

December 31,

2025

Assets

Cash and cash equivalents

17,922

26,846

Marketable securities

—

10,351

Accounts receivable - net

257,405

261,337

Other current assets

83,895

84,308

Total current assets

359,222

382,842

Property and equipment - net

796,109

819,495

Other long-term assets - net

568,917

569,651

Total assets

1,724,248

1,771,988

Liabilities and stockholders' equity

Current liabilities, excluding current maturities of debt

201,622

203,245

Debt - net

750,301

797,571

Other long-term liabilities

233,738

230,817

Total liabilities

1,185,661

1,231,633

Total stockholders' equity

538,587

540,355

Total liabilities and stockholders' equity

1,724,248

1,771,988

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

Thirteen Weeks Ended

April 4,

March 29,

2026

2025

Contract Logistics Segment:

Average number of value-added direct employees

7,264

7,250

Average number of value-added full-time equivalents

Number of active value-added programs

Intermodal Segment:

Number of loads (a)

77,830

101,470

Average operating revenue per load, excluding fuel surcharges (a)

463

517

Average number of tractors

1,140

1,401

Number of depots

Trucking Segment:

Number of loads

26,076

28,622

Average operating revenue per load, excluding fuel surcharges

1,762

1,874

Average length of haul

383

393

Average number of tractors

545

633

(a) Excludes operating data from freight forwarding division in order to improve the relevance of the statistical data related to our intermodal segment and improve the comparability to our peer companies.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data - Continued

(Dollars in thousands)

Thirteen Weeks Ended

April 4,

March 29,

2026

2025

Operating Revenues by Segment:

Contract logistics

269,533

255,892

Intermodal

47,854

70,697

Trucking

50,188

55,582

Other

—

219

Total

367,575

382,390

Income from Operations by Segment:

Contract logistics

17,472

23,859

Intermodal

(13,115

)

(10,709

)

Trucking

566

2,190

Other

(146

)

340

Total

4,777

15,680

Non-GAAP Financial Measures

In addition to providing consolidated financial statements based on generally accepted accounting principles in the United States of America (GAAP), we are providing additional financial measures that are not required by or prepared in accordance with GAAP (non-GAAP). We present EBITDA and EBITDA margin, each a non-GAAP measure, as supplemental measures of our performance. We define EBITDA as net income (loss) plus (i) interest expense, net, (ii) income taxes, (iii) depreciation, and (iv) amortization. We define EBITDA margin as EBITDA as a percentage of total operating revenues. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, we are presenting the most directly comparable GAAP financial measure and reconciling the non-GAAP financial measure to the comparable GAAP measure. Set forth below is a reconciliation of net income, the most comparable GAAP measure, to EBITDA for each of the periods indicated:

Thirteen Weeks Ended

April 4,

March 29,

2026

2025

( in thousands)

EBITDA

Net income (loss)

(3,511

)

6,014

Income tax expense

(1,123

)

2,020

Interest expense, net

9,706

8,224

Depreciation

32,805

29,989

Amortization

2,838

5,499

EBITDA

40,715

51,746

EBITDA margin (a)

11.1

13.5

(a) EBITDA margin is computed by dividing EBITDA by total operating revenues for each of the periods indicated.

We present EBITDA and EBITDA margin because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

EBITDA has limitations as an analytical tool. Some of these limitations are:

• EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA and EBITDA margin should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and only supplementally on EBITDA and EBITDA margin.

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