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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
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Date of Report (Date of earliest event reported): October 01, 2025 |
Universal Logistics Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Nevada |
0-51142 |
38-3640097 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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12755 E. Nine Mile Road |
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Warren, Michigan |
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48089 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, no par value |
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ULH |
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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 Material Definitive Agreement.
Certain borrowing subsidiaries of Universal Logistics Holdings, Inc., a Nevada corporation (“Universal”), entered into a third amendment agreement dated October 1, 2025 relating to their credit agreement with KeyBank National Association, KeyBanc Capital Markets, Inc., The Huntington Bank, U.S. Bank National Association, and a syndicate of lenders. The amendment modifies the credit agreement by increasing the maximum revolving amount by $100.0 million to $500.0 million through a partial exercise of the accordion feature set forth in Section 2.10(b) of the credit agreement. The amendment further modifies the credit agreement to permit a subsidiary of Universal to borrow up to $200.0 million under a potential credit tenant lease financing transaction, provided that the net proceeds of such financing are used (i) to repay in full all outstanding indebtedness and other obligations owing under the credit and security agreement dated September 30, 2022 among UACL Logistics Holdings LLC, certain of its subsidiaries, KeyBank National Association, and a syndicate of lenders, and (ii) to prepay in part the outstanding revolving loans under the third amendment agreement.
The third amendment agreement 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 contains customary events of default that would permit the lenders to accelerate the loans if not cured within applicable grace periods, including the failure to make timely payments, the failure to satisfy covenants, a change in control of us or our subsidiaries, and specified events of bankruptcy or insolvency. The agreement also includes customary mandatory prepayments provisions.
The 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. The description is qualified in its entirety by the full text of the documents attached as Exhibit 10.1 to and incorporated by reference in this Current Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
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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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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
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UNIVERSAL LOGISTICS HOLDINGS, INC. |
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Date: |
October 3, 2025 |
By: |
/s/ Steven Fitzpatrick |
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Steven Fitzpatrick
Secretary |
