Universal Logistics lifts revolver to $500M

Rhea-AI Filing Summary

Universal Logistics Holdings, Inc. entered into a third amendment to its syndicated credit agreement, increasing the maximum revolving credit facility by $100.0 million to a total of $500.0 million through a partial exercise of the agreement’s accordion feature. This boosts the company’s available borrowing capacity under its primary revolving line.

The amendment also permits a Universal subsidiary to borrow up to $200.0 million under a potential credit tenant lease financing, as long as the net proceeds are used to fully repay all obligations under a separate credit and security agreement dated September 30, 2022 and to partially prepay outstanding revolving loans under the amended facility. The agreement includes customary covenants, financial ratio requirements, mandatory prepayment provisions, and standard events of default, including payment failures, covenant breaches, change of control, and certain bankruptcy or insolvency events.

Insights

Credit & Capital Structure Analyst

Universal expands revolver to $500M and aligns new lease financing with debt repayment.

Universal Logistics Holdings has amended its syndicated credit agreement to lift the revolving credit limit by $100.0 million, bringing the total to $500.0 million via a partial use of the accordion feature. This provides greater committed liquidity and flexibility under an existing lender group that includes KeyBank, Huntington, and U.S. Bank.

The amendment also allows a subsidiary to raise up to $200.0 million through a credit tenant lease financing, with proceeds earmarked to retire all obligations under the September 30, 2022 credit and security agreement and to prepay part of the amended revolving loans. This ties new borrowing to the payoff of older debt, effectively reshaping the mix rather than simply layering on incremental leverage.

The facility continues to carry customary affirmative and negative covenants, minimum fixed charge coverage and leverage ratio tests, and standard default triggers such as payment failures, covenant breaches, change of control, and specified bankruptcy events. Actual impact will depend on how much of the expanded revolver and the permitted lease financing the company ultimately uses under these terms.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did Universal Logistics Holdings (ULH) change in its credit facility?

Certain borrowing subsidiaries of Universal Logistics Holdings entered into a third amendment to their syndicated credit agreement, increasing the maximum revolving credit amount by $100.0 million to a total of $500.0 million through a partial exercise of the accordion feature.

How large is Universal Logistics Holdings' revolving credit facility after the amendment?

After the amendment, the maximum revolving credit amount under the syndicated facility is $500.0 million, up from the prior level by $100.0 million.

What new borrowing is allowed under the credit tenant lease for ULH?

The amendment allows a subsidiary of Universal to borrow up to $200.0 million under a potential credit tenant lease financing transaction, subject to conditions on how the net proceeds are used.

How must the $200 million credit tenant lease proceeds be used by ULH?

Net proceeds from the permitted credit tenant lease financing must be used to repay in full all outstanding indebtedness and obligations under the September 30, 2022 credit and security agreement and to prepay in part the outstanding revolving loans under the third amendment agreement.

What financial covenants apply to Universal Logistics Holdings under the amended agreement?

The third amendment agreement includes financial covenants requiring minimum fixed charge coverage and leverage ratios, as defined in the agreement, along with customary affirmative and negative covenants.

What events of default are described in Universal Logistics Holdings' amended facility?

The amended facility includes customary events of default, such as failure to make timely payments, failure to satisfy covenants, a change in control of the company or its subsidiaries, and specified events of bankruptcy or insolvency, which can allow lenders to accelerate the loans if not cured within applicable grace periods.

Who are the main lenders in Universal Logistics Holdings' amended credit agreement?

The lenders include KeyBank National Association, KeyBanc Capital Markets, Inc., The Huntington Bank, U.S. Bank National Association, and a syndicate of other lenders, as parties to the third amendment agreement.

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

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Accepted by SEC EDGAR 10/03/2025 - 04:16 PM Learn about SEC filing dates

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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

Date of Report (Date of earliest event reported): October 01, 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 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.

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.
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:	October 3, 2025	By:	/s/ Steven Fitzpatrick
			Steven Fitzpatrick Secretary