Material Agreement, Bankruptcy, Financial Obligation, Changes in Control (Form 8-K)

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.