UNIVERSAL LOGISTICS HOLDINGS, INC. 8-K

What Happened

• On March 3, 2026 the Audit Committee concluded that Universal Logistics Holdings, Inc.’s previously issued condensed consolidated financial statements for the quarter ended September 27, 2025 should no longer be relied upon. Management identified an error in the goodwill impairment analysis for the company’s intermodal reporting unit: about $46.7 million of deferred tax liabilities from intercompany allocations were inappropriately included in the reporting unit’s carrying value.
• Correcting that error would have caused the intermodal unit’s carrying value to exceed its fair value, resulting in a full impairment of that unit’s goodwill. The company expects to record an additional goodwill impairment charge of approximately $43.2 million and will restate its Q3 2025 Form 10‑Q by filing Amendment No. 1 as soon as practicable.

Key Details

• Date of Audit Committee conclusion: March 3, 2026. Affected period: quarter ended September 27, 2025.
• Incorrectly included deferred tax liabilities: approximately $46.7 million.
• Expected additional goodwill impairment: approximately $43.2 million; goodwill for the intermodal reporting unit will be fully impaired as of Sept. 27, 2025.
• The error is limited to the intermodal goodwill analysis and does not affect reported revenues, operating cash flows, historical cash balances, liquidity, or compliance with debt covenants.

Why It Matters

• For investors, this is a material accounting correction that will reduce reported net assets and increase non‑cash charges for the affected quarter (a ~ $43.2M goodwill write‑down). Because the charge is non‑cash, it does not change the company’s cash position or operational performance, per the filing.
• The company will restate the affected quarterly financial statements and add disclosure about internal control considerations related to its previously disclosed material weakness in financial reporting. Investors should expect the amended 10‑Q for more detail and to watch for any further disclosures about controls or accounting processes.