Universal Logistics (NASDAQ: ULH) to replace Grant Thornton amid control weakness

Rhea-AI Filing Summary

Universal Logistics Holdings, Inc. reported that its Audit Committee approved the dismissal of Grant Thornton LLP as its independent registered public accounting firm, effective upon the filing of its Form 10-K for the year ended December 31, 2025. Grant Thornton’s audit reports for 2024 and 2025 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles, and there were no disagreements on accounting, disclosure, or audit procedures. The only reportable event was a previously disclosed material weakness in internal control over financial reporting, involving insufficient technical accounting expertise and ineffective controls over complex transactions and disclosures. Grant Thornton has been authorized to respond fully to inquiries from the successor auditor, and its response letter to the SEC is included as an exhibit.

Positive

• None.

Negative

• Auditor change alongside ongoing material weakness in controls: The company is dismissing its long-time independent auditor while disclosing a continuing material weakness in internal control over financial reporting, involving insufficient technical accounting expertise and ineffective review of complex transactions and disclosures.

Insights

Accounting & governance analyst

Auditor change with existing control weakness warrants cautious attention.

The company is changing its independent auditor after filing the Form 10-K for 2025, while confirming that Grant Thornton issued clean opinions and had no disagreements with management. This points to an orderly transition rather than a dispute-driven departure.

The sole reportable event is a previously disclosed material weakness in internal control over financial reporting tied to limited technical accounting personnel and weak review of complex transactions and disclosures. This weakness can affect the reliability and timeliness of financial reporting until remediated.

The inclusion of Grant Thornton’s letter to the SEC and authorization for full cooperation with the successor auditor help support continuity. Future company filings describing progress on addressing the internal control weakness will be important for understanding how quickly the control environment improves.

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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): March 13, 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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On March 13, 2026, the Audit Committee of the Board of Directors of Universal Logistics Holdings, Inc. (the “Company”) approved the dismissal of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm, effective upon the Company’s filing of its Form 10-K for the fiscal year ending December 31, 2025, which occurred on March 16, 2026.

Grant Thornton’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2025 and December 31, 2024, and subsequent interim period through March 16, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the matter in its reports on the Company’s consolidated financial statements.

During the Company’s fiscal years ended December 31, 2025 and December 31, 2024, and subsequent interim period through March 16, 2026, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except for the previously disclosed material weakness in the Company’s internal control over financial reporting related to deficiencies in the Company’s controls over financial reporting and financial statement preparation, including insufficient personnel with appropriate technical accounting expertise and ineffective controls over the identification, review and approval of complex accounting transactions and financial statement disclosures related to changes within our business described in the Company’s filings with the Securities and Exchange Commission. The registrant has authorized Grant Thornton to respond fully to the inquiries of the successor auditor concerning the subject matter of this reportable event.

The Company has provided Grant Thornton with a copy of the foregoing disclosures and has requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Item 4.01(a). A copy of Grant Thornton’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

16.1	Letter from Grant Thornton LLP to the Securities and Exchange Commission dated March 19, 2026
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:	March 19, 2026	By:	/s/ Steven Fitzpatrick
			Steven Fitzpatrick Secretary

FAQ

What did Universal Logistics Holdings (ULH) announce regarding its independent auditor?

Universal Logistics Holdings’ Audit Committee approved dismissing Grant Thornton LLP as its independent registered public accounting firm, effective upon filing the Form 10-K for the year ended December 31, 2025. This represents a planned change in external auditors rather than an immediate termination mid‑engagement.

Were there any disagreements between ULH and Grant Thornton before the dismissal?

The company states there were no disagreements with Grant Thornton on accounting principles, financial statement disclosure, or auditing scope and procedures during 2024, 2025, and through March 16, 2026. No unresolved issues required reference in Grant Thornton’s audit reports on ULH’s consolidated financial statements.

Did Grant Thornton issue any adverse opinions on ULH’s financial statements?

Grant Thornton’s audit reports for the fiscal years ended December 31, 2024 and 2025 contained no adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles. This indicates the auditor found the consolidated financial statements fairly presented under applicable standards.

What internal control weakness did ULH disclose in connection with this 8-K?

The company refers to a previously disclosed material weakness in internal control over financial reporting. It involves deficiencies including insufficient personnel with appropriate technical accounting expertise and ineffective controls over identifying, reviewing, and approving complex accounting transactions and related financial statement disclosures arising from changes within the business.

How is Grant Thornton involved with ULH after its dismissal as auditor?

Universal Logistics Holdings authorized Grant Thornton to respond fully to the successor auditor’s inquiries about the disclosed reportable event. The company also requested, and filed as an exhibit, a Grant Thornton letter to the Securities and Exchange Commission stating whether it agrees with the company’s Item 4.01 disclosures.

What exhibits did ULH include with this 8-K filing?

The filing includes a letter from Grant Thornton LLP to the Securities and Exchange Commission dated March 19, 2026, as Exhibit 16.1. It also lists a cover page interactive data file formatted as Inline XBRL as Exhibit 104, consistent with current electronic reporting requirements.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-16.1 EX-16.1 5.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.4 KB