Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun has investment authority over the shares held by such trusts and has the power to appoint and remove the special trustee. Frederick P. Calderone, a member of our Board, serves as special trustee of such trusts and exercises voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax and IT infrastructure services. The Audit Committee of our Board reviews and approves related-party transactions. The cost of these services is based on the actual or estimated utilization of the specific service.

We also purchase other services from affiliates. The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025, respectively (in thousands):

We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliates’ trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased.

We lease 24 facilities from related parties. Our occupancy is based on either month-to-month or contractual multi-year lease arrangements that are billed and paid monthly. Leasing properties from related parties affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 10, “Leases,” for further information regarding the cost of leased properties.

We also purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an affiliated insurance company. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At July 4, 2026 and December 31, 2025, there were $19.0 million and $18.0 million, respectively, included in each of these accounts for insured claims.

Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At July 4, 2026 and December 31, 2025, amounts due to affiliates were $23.0 million and $17.2 million, respectively.

During the twenty-six weeks ended June 28, 2025, we contracted with an affiliate to provide real property improvements for us totaling $4.4 million. There were no such purchases made during the twenty-six weeks ended July 4, 2026.

Services provided by Universal to Affiliates

We periodically provide transportation, logistics and facility-related services to companies affiliated with our controlling stockholder in connection with their customer contracts, purchase orders and operational needs. Certain truck fueling and administrative costs are netted against the related affiliate revenues in operating expense.

At July 4, 2026 and December 31, 2025, amounts due from affiliates were $1.1 million and $1.0 million, respectively.

During the twenty-six weeks ended July 4, 2026, we sold used equipment to affiliates totaling $2.0 million. There were no such sales during the twenty-six weeks ended June 28, 2025.

As previously disclosed in our Current Report on Form 8-K filed June 26, 2026, in June 2026, we sold a real property facility located in Kearny, New Jersey (the “Kearny Facility”) to Lakeshore Ventures LLC, an affiliate. In exchange, we received cash consideration of approximately $38.0 million and all of the outstanding membership interests of Passaic Ventures LLC (“Passaic”). Passaic owns a real property facility located in Newark, New Jersey (the “Newark Facility”), which is utilized in our intermodal operations pursuant to a prior leasing arrangement. See Note 10, “Leases,” for further information regarding right-of-use asset change due to lease termination. The Newark Facility had a fair value of approximately $55.6 million and represents substantially all of the assets of Passaic. The Kearny Facility had a fair value of $93.6 million. The fair values of each facility were established by independent third-party appraisals

The Kearny Facility had a carrying value of approximately $46.9 million. The sale of the Kearny Facility resulted in a gain of approximately $45.3 million, which is included in gain on disposal of property and equipment in the consolidated statements of income and included in the other non-reportable segment. Net cash proceeds received at closing were approximately $11.0 million after the repayment of approximately $26.1 million of outstanding debt secured by the Kearny facility and transaction costs, which were not material.

We evaluated the acquisition of Passaic under ASC 805, Business Combinations, to determine whether Passaic constitutes a “business” as defined therein. Because substantially all of the fair value of Passaic’s assets is concentrated in a single identifiable asset, the Newark Facility, Passaic does not meet the definition of a business, and the transaction has been accounted for as an asset acquisition. No goodwill has been recognized in connection with acquisition.