How did Universal Logistics (ULH) approve the related-party Lakeshore deal?

The Lakeshore transaction was reviewed and approved by disinterested members of Universal Logistics’ Board of Directors, including all Audit Committee members, providing independent board oversight of the related-party real estate and membership interest agreements completed on June 24, 2026.

Universal Logistics in $38M New Jersey property deal

Universal Logistics Holdings, Inc., through its subsidiary UTSI Finance, Inc., entered into and completed two related real estate agreements with Lakeshore Ventures LLC on June 24, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Universal Logistics Holdings, Inc., through its subsidiary UTSI Finance, Inc., entered into and completed two related real estate agreements with Lakeshore Ventures LLC on June 24, 2026. UTSI sold a facility in Kearny, New Jersey to Lakeshore and received $38.0 million in cash consideration, subject to adjustments, along with all membership interests in Passaic Ventures LLC, which owns a facility in Newark, New Jersey.

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

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash consideration: $38.0 million Agreement date: June 24, 2026

2 metrics

Cash consideration $38.0 million Paid by Lakeshore for Kearny, New Jersey facility as part of transaction

Agreement date June 24, 2026 Date UTSI entered into and consummated the Transaction Agreements

Key Terms

Material Definitive Agreement, Real Estate Purchase Agreement, Membership Interest Purchase Agreement, Audit Committee, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Real Estate Purchase Agreement financial

"entered into and consummated the transactions contemplated by a Real Estate Purchase Agreement (the “Kearny REPA”)"

Membership Interest Purchase Agreement financial

"and a Membership Interest Purchase Agreement (the “Passaic MIPA”)"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

Audit Committee regulatory

"reviewed and approved by the disinterested members of the Company’s Board of Directors, including all members of the Audit Committee."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What real estate transaction did Universal Logistics (ULH) complete in New Jersey?

Universal Logistics completed a property transaction in New Jersey where its subsidiary sold a Kearny facility to Lakeshore Ventures LLC and acquired all membership interests in Passaic Ventures LLC, which owns a Newark facility, as part of linked purchase agreements.

How much cash did Universal Logistics (ULH) receive in the Lakeshore transaction?

UTSI Finance, a Universal Logistics subsidiary, received cash consideration of $38.0 million, subject to adjustments, from Lakeshore Ventures LLC in exchange for the Kearny, New Jersey facility and as part of the broader real estate and membership interest transaction.

Who is Lakeshore Ventures LLC in relation to Universal Logistics (ULH)?

Lakeshore Ventures LLC is an affiliate of Universal Logistics’ Chairman, Matthew T. Moroun, and director, Matthew J. Moroun. This affiliation makes the New Jersey real estate and membership interest transaction a related-party deal requiring oversight by disinterested board members.

What is Passaic Ventures LLC in the Universal Logistics (ULH) transaction?

Passaic Ventures LLC is an entity whose membership interests were transferred to UTSI Finance, a Universal Logistics subsidiary, by Lakeshore Ventures LLC. Passaic Ventures owns a real property facility in Newark, New Jersey, received as part of the same transaction involving the Kearny facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:31 PM

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): June 24, 2026

    

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 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.


10.1	Real Estate Purchase Agreement, dated June 24, 2026, by and between UTSI Finance, Inc. and Lakeshore Ventures LLC.
10.2	Membership Interest Purchase Agreement, dated June 24, 2026, by and between UTSI Finance, Inc. and Lakeshore Ventures LLC.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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:	June 26, 2026	By:	/s/ Steven Fitzpatrick
			Steven Fitzpatrick Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents