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): October 0121, 2025

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 12.0106 Entry into Material Definitive AgreementImpairments.

~~Certain~~On ~~borrowing subsidiaries of Universal Logistics Holdings, Inc., a Nevada corporation (“Universal”), entered into a third amendment agreement dated~~ October 121, 2025 ~~relating to their credit agreement with KeyBank National Association~~, ~~KeyBanc~~the ~~Capital~~Audit ~~Markets,~~Committee ~~Inc., The Huntington Bank, U.S. Bank National Association, and a syndicate~~ of ~~lenders. The amendment modifies~~ the ~~credit~~Board ~~agreement~~of byDirectors ~~increasing~~of ~~the~~Universal ~~maximum~~Logistics ~~revolving~~Holdings, ~~amount by $100~~Inc.0 ~~million to $500.0 million through a partial exercise of~~ (the ~~accordion feature set forth in Section 2.10(b~~“Company”) ofconcluded ~~the~~that ~~credit agreement. The amendment further modifies~~ the ~~credit~~Company ~~agreement~~will torecord ~~permit~~ a ~~subsidiary~~material ofnon-cash ~~Universal~~impairment tocharge ~~borrow~~related up to ~~$200.0~~certain ~~million~~intangible ~~under~~assets aassociated ~~potential~~with ~~credit tenant lease financing transaction, provided that~~ the ~~net~~Company’s ~~proceeds~~intermodal ofsegment ~~such financing are used (i) to repay~~ in ~~full~~connection ~~all~~with ~~outstanding indebtedness and other obligations owing under~~ the ~~credit~~preparation ~~and security agreement dated September 30, 2022 among UACL Logistics Holdings LLC, certain~~ of its ~~subsidiaries,~~financial ~~KeyBank~~statements ~~National~~for ~~Association,~~the ~~and~~third aquarter ~~syndicate~~ended ofSeptember ~~lenders~~27, ~~and (ii) to prepay in part the outstanding revolving loans under the third amendment agreement~~2025.

The ~~third~~Company ~~amendment~~is ~~agreement~~currently ~~includes customary affirmative and negative covenants, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, as defined~~ in the ~~agreement. It~~process ~~contains customary events~~ of ~~default~~finalizing ~~that would permit~~ the ~~lenders~~calculation toof ~~accelerate~~ the ~~loans~~estimated ifamount ~~not~~or ~~cured~~range ~~within~~of ~~applicable~~this ~~grace~~impairment ~~periods~~charge, ~~including~~and ~~the~~such ~~failure~~estimate tois ~~make~~not ~~timely~~yet ~~payments,~~available. ~~the~~The ~~failure~~Company towill ~~satisfy~~file ~~covenants,~~an aamendment ~~change~~to inthis ~~control~~Current ofReport uson orForm ~~our~~8-K ~~subsidiaries,~~once ~~and~~the ~~specified~~estimate ~~events~~ of ~~bankruptcy~~the orimpairment ~~insolvency.~~charge ~~The~~is ~~agreement also includes customary mandatory prepayments provisions~~determined.

~~The~~Item ~~foregoing description in this Current Report of the third amendment agreement is not intended to be a complete description of the agreement and related documents~~7.01 ~~The~~Regulation ~~description~~FD ~~is qualified in its entirety by the full text of the documents attached as Exhibit 10~~Disclosure.~~1 to and incorporated by reference in this Current Report.~~

~~Item~~The ~~2.03~~Company ~~Creation~~also announced that it has postponed the release of aits ~~Direct~~financial ~~Financial~~results ~~Obligation~~for orthe anthird ~~Obligation~~quarter ~~under~~ended anSeptember ~~Off-Balance~~27, ~~Sheet~~2025, ~~Arrangement~~which was previously scheduled for October 23, 2025. The delay is to allow additional time to complete certain financial reporting procedures related to the calculation of the impairment charge described above. The Company also announced that it is postponing the investor conference call originally scheduled for October 24, 2025 at 10:00 a.m. ~~Registrant~~ET.

The ~~information~~Company ~~set~~will ~~forth~~announce ~~under~~a ~~Item~~new ~~1.01~~date ofand ~~this~~time ~~Current~~for ~~Report~~the onissuance ~~Form~~of ~~8-K~~its isearnings ~~hereby~~release ~~incorporated~~and byconference ~~reference~~call ~~into~~once ~~this~~the ~~Item~~financial 2reporting process is complete.~~03.~~

The information in this Item 7.01 is being furnished and 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, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

10.1	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.
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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:	October 323, 2025	By:	/s/ Steven Fitzpatrick
			Steven FitzpatrickSecretary

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