UNIVERSAL LOGISTICS HOLDINGS, INC. (ULH) Business

ITEM 1: BUSINESS

Company Overview

Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions across North America and select international markets. Through our operating subsidiaries, we deliver an integrated portfolio of transportation and logistics services designed to support customers throughout their supply chains, including value-added, dedicated, intermodal and trucking services. Our operations primarily serve customers in the automotive, industrial, retail, consumer goods, energy, and metals sectors.

We conduct operations throughout the United States and in Mexico and Canada, providing both domestic and cross-border logistics solutions.

On May 1, 2025, we completed a reincorporation from Michigan to Nevada pursuant to a statutory conversion approved by our stockholders. The reincorporation did not result in any change to our business, management, board of directors, executive officers, assets, liabilities, or operations. The rights of our stockholders are now governed by Nevada law and our Nevada articles of incorporation and bylaws, which differ in certain respects from Michigan law. See Item 1A—Risk Factors

We have been a publicly held company since February 11, 2005, the date of our initial public offering. Our principal executive offices are located at 12755 E. Nine Mile Road, Warren, Michigan 48089.

Operating Model and Service Delivery

Our comprehensive suite of transportation and logistics solutions is designed to help customers reduce costs, improve reliability, and manage increasingly complex supply chains. We market and deliver our services through multiple channels:

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A direct sales and marketing organization focused on large, complex customers in targeted industry verticals;

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A network of company-managed facilities and terminals; and

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A nationwide network of independent agents who solicit freight directly from shippers.

As of December 31, 2025, we operated approximately 48 company-managed terminal locations, supported 78 active value-added logistics programs, and maintained an agent network of approximately 131 agents across our service footprint.

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Reportable Segments

We manage and report our operations across three reportable segments, differentiated primarily by service offering and operational characteristics.

Contract Logistics

We provide value-added and dedicated transportation services to support inbound and internal logistics requirements of industrial manufacturers and major retailers, generally under contractual arrangements of one year or longer. Services are customized to individual customer requirements and include material handling, consolidation, sequencing, sub-assembly, cross-dock operations, kitting, repacking, warehousing, returnable container management, and rail lift services.

Dedicated transportation services within this segment typically involve short-haul or round-trip moves within defined geographic areas and are provided using a mix of union and non-union employee drivers, owner-operators, and contract drivers. Our facilities and personnel are often directly integrated into customer production environments, making these services a critical component of customer operations.

Intermodal

Our intermodal segment provides local and regional drayage services coordinated through company-managed terminals. These services utilize a combination of owner-operators, company-owned equipment, and third-party capacity providers. Intermodal services include steamship-truck, rail-truck, and related support services, primarily moving international and domestic containers between ports or railheads and customer facilities.

Trucking

Our trucking segment includes dry van, flatbed, heavy-haul, and refrigerated operations, transporting a broad range of commodities including automotive parts, machinery, building materials, food products, steel, and other industrial and consumer goods. These operations are coordinated through a mix of agents and company-managed terminals, utilizing owner-operators, company equipment, and brokered capacity.

Other non-reportable operations consist primarily of legacy brokerage activities and subsidiaries that provide support services to other operating units.

For additional segment information, see Item 8, Note 18 to the Consolidated Financial Statements.

Business Developments

Parsec Integration Update

In September 2024, we completed the acquisition of Parsec, LLC, a provider of terminal management and related services to Class I, regional, and short-line railroads across North America. During the year ended December 31, 2025, Parsec operated as part of our Contract Logistics segment and continued to provide time-sensitive intermodal terminal services across its network of rail yard locations. Integration activities during 2025 focused primarily on aligning operational, safety, and administrative processes while preserving Parsec’s specialized operating expertise and customer relationships.

Business and Growth Strategy

Our strategy is focused on disciplined growth, operational excellence, and long-term value creation. Key elements include:

Strategic Acquisitions. We operate in a highly fragmented industry and selectively pursue acquisitions that enhance service capabilities, expand geographic reach, diversify end markets, or provide specialized logistics expertise.

Capitalizing on Outsourcing Trends. We believe long-term industry growth will be supported by continued outsourcing of logistics functions as supply chains become more complex. We intend to leverage our integrated service offering, facility network, and long-standing customer relationships to capitalize on these trends.

Automotive Market Penetration. The automotive sector remains a core market. During the year ended December 31, 2025, automotive-related operations represented approximately 45% of total operating revenues.

Expansion into Other Verticals. We continue to expand in aerospace, energy, government services, healthcare, industrial retail, consumer goods, and metals, leveraging modular process design and rapid implementation expertise.

Growth of Agent and Owner-Operator Networks. We plan to continue expanding our agent and owner-operator base to drive growth in transactional transportation services.

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Competition and Industry

The transportation and logistics industry is highly competitive and fragmented. Competition is based on service quality, reliability, pricing, breadth of offerings, technology capabilities, and access to capacity. We compete with asset-based and non-asset-based carriers, integrated logistics providers, railroads, and digital freight platforms.

Customers

We serve customers throughout the United States and in Mexico and Canada. Revenues are concentrated in automotive, retail and consumer goods, metals, energy, and manufacturing industries.

For the year ended December 31, 2025:

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Automotive customers represented approximately 45% of total revenues;

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Our top customer, General Motors, represented approximately 25% of revenues; and

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Our top ten customers represented approximately 59% of revenues.

Human Capital Resources

As of December 31, 2025, Universal employed approximately 10,525 employees, supported by the full-time equivalency of approximately 46 individuals on a contract basis. Approximately 37% of our employees were represented by labor unions and covered by collective bargaining agreements. Our workforce consists of a broad mix of professional, technical, operational, and driver personnel supporting both customer-integrated logistics operations and transactional transportation services. We believe our employee and labor relations remain constructive.

Our business depends on the ability to attract, develop, and retain a qualified workforce capable of meeting the operational, safety, and service requirements of our customers. Accordingly, our human capital management approach focuses on several core areas, including workforce safety, talent acquisition and retention, training and development, labor availability, and regulatory compliance. We regularly assess workforce trends, operating requirements, and labor market conditions and adjust our practices as appropriate.

Workforce Availability, Retention, and Development

Competition for qualified drivers, logistics professionals, and skilled operations personnel remains intense across the transportation and logistics industry. We seek to mitigate turnover through competitive compensation and benefits, incentive programs, training opportunities, and operational stability, particularly in customer-integrated environments.

Training and workforce development are critical components of our operations, given the safety-sensitive and customer-specific nature of many of our services. We maintain structured onboarding, skills enhancement, and supervisory training programs designed to support workforce readiness, operational continuity, and succession planning.

Health, Safety, and Wellbeing

The safety and wellbeing of our employees, contractors, and the communities in which we operate are fundamental to our business. We maintain safety programs and policies designed to promote compliance with applicable regulations, reduce workplace incidents, and support safe operating practices across our facilities and transportation network.

We continue to invest in safety training, monitoring, and operational controls; however, the nature of our operations exposes us to inherent safety risks, and there can be no assurance that incidents will not occur.

Labor Relations

A significant portion of our workforce is represented by labor unions under collective bargaining agreements that establish wage rates, benefits, work rules, and other terms and conditions of employment. These agreements typically have defined terms and may result in periodic wage and benefit increases. While we believe our labor relationships are constructive, labor negotiations, workforce availability, or work stoppages could adversely affect our operations or financial performance.

Human Capital Challenges and Outlook

We believe our human capital practices support our operational objectives and customer service commitments. Nevertheless, we continue to face challenges common to the transportation and logistics industry, including labor availability constraints, wage and benefit cost inflation, regulatory requirements, and workforce retention pressures. These factors may increase operating costs, constrain capacity, or impact service levels. See Item 1A—Risk Factors for additional discussion of risks related to labor, workforce availability, and operating costs.

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Independent Contractor Network

Independent agents and owner-operators are a critical component of our operating model. During 2025, agents generated approximately 17% of freight volume.

Owner-operators provide equipment and are responsible for associated operating costs and regulatory compliance.

Revenue Equipment

As of December 31, 2025, our revenue equipment consisted of approximately:

Risk Management and Insurance

We maintain insurance coverage and self-insurance programs consistent with industry practice. We establish reserves for auto liability, cargo, and material handling claims based on actuarial estimates and historical experience.

Technology, Cybersecurity, and System Resiliency

Our operations rely on a combination of proprietary and third-party information technology systems to support transportation management, warehouse operations, customer integration, billing, and operational visibility. We face an increasingly complex cybersecurity risk environment, including risks associated with system intrusions, ransomware, data integrity failures, and service disruptions. We maintain cybersecurity risk management and governance processes designed to identify, assess, and manage these risks, and we continue to invest in system monitoring, employee awareness, and incident response capabilities.

While we have implemented measures intended to enhance system reliability and security, our systems have experienced operational and technology-related challenges from time to time, and there can be no assurance that future disruptions, cyber incidents, or system failures will not occur. Any such events could adversely affect our operations, customer relationships, or financial results. See “Risk Factors—Information Technology and Cybersecurity Risks” for a discussion of risks related to system disruptions, cybersecurity incidents, and data protection.

Government Regulation and Environmental Matters

Our operations are subject to extensive federal, state, and international regulation, including safety, labor, customs, and environmental requirements. We believe we are in material compliance with applicable laws.

Environmental and climate-related regulations may increase operating or capital costs over time.

Seasonality

Our value-added logistics services experience seasonal demand patterns driven by automotive production cycles and scheduled OEM shutdowns. Transportation services are also impacted by weather and holiday-related shipping patterns.

Available Information

We make available, free of charge, our SEC filings on our website at www.universallogistics.com as soon as reasonably practicable after filing. The contents of our website are not incorporated into this Form 10-K.