Universal Logistics Holdings Inc — Current Report (Form 8-K)

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

Universal Logistics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Definitive Agreement.

On June 24, 2026, UTSI Finance, Inc. (“UTSI”), a subsidiary of Universal Logistics Holdings, Inc. (the “Company”), entered into and consummated the transactions contemplated by a Real Estate Purchase Agreement (the “Kearny REPA”) and a Membership Interest Purchase Agreement (the “Passaic MIPA” and, together with the Kearny REPA, the “Transaction Agreements”) with Lakeshore Ventures LLC (“Lakeshore”).

Pursuant to the Kearny REPA, UTSI sold a real property facility located in Kearny, New Jersey to Lakeshore. In exchange, Lakeshore paid UTSI cash consideration of $38.0 million, subject to certain adjustments, prorations and credits provided in the Kearny REPA, and transferred to UTSI all of the outstanding membership interests of Passaic Ventures LLC (“Passaic Ventures”) pursuant to the Passaic MIPA. Passaic Ventures owns a real property facility located in Newark, New Jersey.

Lakeshore is affiliated with Matthew T. Moroun, the Chairman of the Company, and Matthew J. Moroun, a director of the Company. The transactions contemplated by the Transaction Agreements were reviewed and approved by the disinterested members of the Company’s Board of Directors, including all members of the Audit Committee.

The foregoing description of the Transaction Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Kearny REPA and Passaic MIPA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.