UNIVERSAL LOGISTICS HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
ULH$29.33-0.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(1)
Financial Statements
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 248) | 28 |
| Consolidated Balance Sheets | 30 |
| Consolidated Statements of Income | 31 |
| Consolidated Statements of Comprehensive Income | 32 |
| Consolidated Statements of Cash Flows | 33 |
| Consolidated Statements of Stockholders’ Equity | 35 |
| Notes to Consolidated Financial Statements | 36 |
(2)
Financial Statement Schedules
Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included elsewhere in this Form 10-K.
(3)
Exhibits
| ExhibitNo. | Description |
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 2, 2025) |
| 3.2 | Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 2, 2025) |
| 4.1 | Specimen Common Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on November 15, 2004) |
| 4.2* | Description of Capital Stock of the Registrant |
| 4.3 | Second Amended and Restated Registration Rights Agreement dated July 28, 2021 among the Registrant and the Moroun Family Holders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2021) |
| 4.4 | Joinder Agreement to Registration Rights Agreement dated August 1, 2023, among Registrant and the Swiftsure Trust (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K filed August 3, 2023) |
| 10.1 | Service Level Agreement between the Registrant and Data System Services, LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2015) |
| 10.2+ | 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014) |
| 10.3+ | Form of Restricted Stock Bonus Award Agreement under the 2014 Amended and Restated Stock Option and Incentive Plan (incorporated by reference to Exhibit B of Appendix A to the Registrant’s Schedule 14A filed on April 29, 2014) |
| 10.4+ | 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 25, 2024) |
| 10.5+ | Form of Non-Statutory Stock Option Agreement under the 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 25, 2024) |
| 10.6+ | Form of Restricted Stock Award Agreement under the 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 25, 2024) |
| 10.7 | Credit Agreement dated as of April 29, 2022 among UTSI Finance, Inc., UTS Realty, LLC, the lenders party thereto, and Fifth Third Bank, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 2, 2022) |
| ExhibitNo. | Description |
| 10.8 | Confirmation of Transaction, dated April 29, 2022, between Fifth Third Bank, N.A. and UTSI Finance, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 2, 2022) |
| 10.9 | Third Amendment Agreement dated October 1, 2025 among Universal Management Services, Inc., certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2025) |
| 10.10+ | Employment Agreement between the Registrant and Tim Phillips (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 14, 2020) |
| 10.11* | Form of Amended and Restated Indemnification Agreement between the Registrant and each of its directors and executive officers with reporting obligations under Section 16 of the Securities Exchange Act of 1934 |
| 10.12 | Composite Sublease Agreement dated August 12, 2024 between Universal Development of Tennessee, LLC and Ford Motor Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024) |
| 10.13 | Limited Indemnity Agreement dated August 12, 2024 between Universal Logistics Holdings, Inc. and Ford Motor Company (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024) |
| 10.14 | Note Purchase Agreement dated October 22, 2025 between UDOT CTL-Funding, LLC and Wilmington Trust, National Association, as Trustee of the Ford (Stanton, TN) Lease-Backed Pass-Through Trust (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 27, 2025) |
| 10.15 | Indemnity and Guaranty Agreement dated October 22, 2025 by Universal Logistics Holdings, Inc. and UDOT-CTL-Fund, LLC for Wilmington Trust, National Association, as Trustee of the Ford (Stanton, TN) Lease-Backed Pass-Through Trust (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 27, 2025) |
| 19.1* | Securities Trading Policy |
| 21.1* | Subsidiaries of the Registrant |
| 23.1* | Consent of Grant Thornton LLP, independent registered public accounting firm |
| 24* | Powers of Attorney (see signature page) |
| 31.1* | Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1* | Clawback Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL. |
- Indicates a management contract, compensatory plan or arrangement.
- Filed herewith.
** Furnished herewith.
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