Universal Logistics Holdings Inc

ITEM 1A: RISK FACTORS

Risks Related to Our Business

Our results and operaWe may be required to record additions cal impairment charges, which could be adverselmaterially affected by economic or geopolitical developments, including protect our results of operationist trade policies such as tariffs, export controls, or other events.

Because we transact business as a pars.

We review the carrying value of goodwill and indefinite lived intangible assets for impairment of various global supply chains, global economic conditions andn an annual basis or whenever events or changes in international trade policy can have an adverse effect on our financial condition, results of operations, or our business, in gencircumstances indicate that their carrying amounts may not be recoveral. Steps taken by governments to apply additional or new tariffs on products and materials might disrupt existing supply ble. We also review the carrying value of other long-lived assets for impairment whenever events or chains, impose additional costs on our business, and could lead to onges in circumstances indicate that their carrying amountries attempting to retaliate by imposing s may not be recoverable. Determining whetheir own tariffs. If the tariff increases on imporr an impairment exists to the United States from, among other countries, Canada, Mexico, and China, are sustained for an extended period of time, it involves significant management judgment, including estimates of future cash flows, growth rates, discould havent rates, an adverse effect on our results and operations. Further, any retaliatory tariffs or actions by other governments would exacerbd market multiples. These estimates are inherently uncertain and subject to change based on general economic conditions, interest-rate the impact.

Risks Relateenvironments, and to Our Common Stock

Our articleshe performance of incordividual reporation and bylaws have, and undting units.

During the third quarter Nevada law are subject to, provisions that could deter or preveof 2025, we recognized a non-cash impairment a chanrge of control.

Our articles of incorporationrelated to goodwill and bylaws concertain provisicustomer-relations that might enahip intangible assets within our manageIntermodal segment to resist a proposed takeover of our Company. These provisions could discourage, delay,. Additional impairments could be required in future periods if actual operating results or prevent a change of macroecontrol of our Company or an acquisiomic condition of our Company at a price that our stockholders may find attractive. These provisions also may discourage proxy contests and make it more difficult for our stockholders to elect directors and taks differ from current expectations, if the discount rate used in our valuations increases, or if market capitalization declines below the carrying value other corporate actionf our net assets. The existence of these provisions Any such charge would reduce reported earnings and could limit the price thaadversely affect investors might be willing to pay in the future for shares perceptions of our commfinancial condition or stock. These provisions include: 

a requirement price, even that special meetings of our stockholders may beough it would not impact our called only by osh flows.

Our President, Chief Executive Officer, or the Chairman of our Board of Direcuse of non-GAAP financial measures could lead to investors, confusion and such meetings shallmay be called by the President or Secretary when requested in writing by two or more members ofsubject to increased regulatory scrutiny.

We present certain non-GAAP financial measures in our Board of Directors or stockholders owning at least 75% of our outstanearnings releases and other investor communications, including adjusted incommon stock;

advance notice requirements e from operations, adjusted operating margin, adjusted earnings befor stockholder proposalse interest, taxes, depreciation and nominamortizations;

the authority of our Board of Directors to issue, without stockholder approval, (adjusted EBITDA), and adjusted EBITDA margin. These measures are not preferrpared stockin accordance with such terms as the Board of Directors may determine, U.S. generally accepted accounting princluding in iples (GAAP) and should not be connection with our implementsidered in isolation of any stockholders rights plan;

the inapplicability of Nevada statutr as a substitute for GAAP results. While management believes these measures relating to acquisiprovide useful supplemental informations of controll for evaluating interests in the Company by Matthew T. Moroun, his spouseour operating performance and liquidity, they may exclude significant expenses or their children (the Moroun Family), any trust for the benefit of one or more members the Moroun Familyincome items that are required to be recognized under GAAP. As a result, or any corporation, partnership, limited partnership, limited liability company, or other entity controllur non-GAAP measures may differ from similarly titled by one or more members of measures used by othe Moroun Family;r companies and

an exclusive forum bylaw provision requiring may not be comparable.

There is a risk that any derivative action brought on behalf of the corporation, any action asserting a claim of breach of a legalinvestors could misinterpret our non-GAAP measures, place undue reliance on them, or fiduciary duty and any similar claim underail to understand their limitations. In addition, the Nevada Revised Statutes or our articles of Securities and Exchange Commission and other regulators have incorporation must be brought exclusively ireased their focus on the Eighth Judicial District Court sitting in Clark County, Nevada (or, if such court of use of non-GAAP financial measures, and changes in the Stateinterpretation of Nevada lacks jurisdicrelated rules or addition, the federal districtguidance court for the District of Nevadald require us to modify, supplement, or other state courtsdiscontinue the use of the State of Nevada).

In addition, certain provisions of Nevada law that appse measures. Any such developments, or any perception that our non-GAAP disclosures are misleading, could adversely to usaffect investor could discnfidence in ourage or prevent a change of control or acquisit reported results, our stock price, or our reputation of our Companfor financial transparency.

There have been no other material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2024.