Item 1.01 Entry into Material Definitive Agreement

Universal has entered into a Second Amended and Restated Registration Rights Agreement dated as of July 28, 2021 (the "Agreement") with Matthew T. Moroun, Nora M. Moroun, Lindsay S. Moroun, the Nora M. Moroun 2019 Annuity Trust, the 2020 Irrevocable Nora M. Moroun Trust, the 2020 Irrevocable Lindsay S. Moroun Trust, and Redoubtable, LLC, an Indiana limited liability company (collectively, the "Moroun Family Holders"). The Agreement grants the Moroun Family Holders customary demand and "piggyback" registration rights for their shares of Universal common stock (the "Registrable Shares"). The demand rights enable the Moroun Family Holders to require Universal to register the Registrable Shares with the Securities and Exchange Commission (the "SEC") at any time, subject to certain limited exceptions, including the requirement that the aggregate offering price of the Registrable Securities exceeds $25 million. The piggyback rights are expected to allow the Moroun Family Holders to elect to register Registrable Shares held by them along with any shares Universal registers with the SEC. These registration rights are subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares.

Universal's audit committee and the disinterested members of the Company's board of directors approved the Company's entry into the Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 4.1 and is incorporated by reference into this report.

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2021, the Company issued a press release announcing the Company's financial and operating results for the thirteen weeks and twenty-six weeks ended July 3, 2021, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On July 29, 2021, the Company issued a press release announcing that the Company's Board of Directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on October 4, 2021 to shareholders of record on September 6, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No. Description


4.1           Second Amended and Restated Registration Rights Agreement dated as of
            July 28, 2021 among Universal Logistics Holdings, Inc. and the Moroun
            Family Holders  .
99.1          Press Release dated July 29, 2021  .
104         Cover Page Interactive Data File (formatted as Inline XBRL)



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