Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

Baker Capital Strategies

Free Registration

Register for access to news, tools, alerts and reports.

THEMA Basic included at launch.

Use at least 8 characters.

Current Report · Items 2.02, 5.02, 5.07, 7.01, 9.01 · 8-K

Universal Logistics Holdings, Inc.

ULHNASDAQEQUITYCurrent

Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

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.

Filed May 1, 2026Accepted May 1, 2026, 4:19 PM EDTCIK 1308208Accession 0001193125-26-201493
Share

Company context

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.

Current securities

Recent company filings

  1. 10-Q filingAug 13, 2026
  2. Results of Operations and Financial Condition · Regulation FD DisclosureJul 31, 2026
  3. Entry into a Material Definitive AgreementJun 26, 2026
  4. 10-Q filingMay 14, 2026
  5. 4 filingMay 11, 2026

Disclosure sections

Items 2.02, 5.02, 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.02Item 2.02 - Results of Operations
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 5.02Item 5.02 - Departure/Election of Directors
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 5.07Item 5.07 - Submission of Matters to Vote
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 7.01Item 7.01 - Regulation FD Disclosure
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)
Filed exhibits (1)
EX-99.1 (by filename) ulh-ex99_1.htm

EX-99.1 3 ulh-ex99_1.htm EX-99.1 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…

Open exhibit ↗