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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
January 9, 2026
Proficient Auto Logistics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42035 |
|
93-1869180 |
(State or other jurisdiction
of incorporation) |
|
(Commission file number) |
|
(IRS employer
identification number) |
12276 San Jose Blvd., Suite 426
Jacksonville, FL 32223
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (904) 506-7918
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
PAL |
|
Nasdaq Global Market |
Item 7.01 Regulation
FD Disclosure
Stifel
Financial Corp. Transportation & Logistics Conference
On January 9, 2026, Proficient
Auto Logistics, Inc. (the “Company”) announced that Rick O’Dell, Chairman and Chief Executive Officer, Amy Rice, President
and Chief Operating Officer, and Brad Wright, Chief Financial Officer will participate in the Stifel Financial Corp. Transportation &
Logistics Conference on February 10 and 11, 2026. The materials to be used during the conference will be posted to the Company’s
website that day at proficientautologistics.com under “Investor Relations.”
Preliminary
Unaudited Financial and Operating Results and Conference Call
The Company also announced that it will host an investor conference call at 4:30 p.m. EST on Monday, February 9, 2026, to discuss its
preliminary unaudited operating and financial results for the three months and fiscal year ended December 31, 2025. A press release disclosing
those results will be issued at approximately 4:00 p.m. EST on that day. The unaudited results will be preliminary and subject to the
completion of accounting and annual audit procedures and are therefore subject to adjustment.
Investors are invited to join
the conference call by registering through this link: https://register-conf.media-server.com/register/BId16f27ac6e964b1bb272c63dc338561e;
once registered, you will receive a dial-in and a unique pin to join the conference. You may also join the listen-only Webcast at: https://edge.media-server.com/mmc/p/rx9uxfs8.
The
information in this Item 7.01 and the attached Exhibit 99.1 are being furnished to the Securities and Exchange Commission and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated January 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assume future
results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking
statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking
statements largely on our current expectations and projections regarding future events and trends that we believe may affect our business,
financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks,
uncertainties and other factors described in the section entitled “Risk Factors” in our Registration Statement on Form S-1
(333-278629) (the “Registration Statement”), and elsewhere in the Registration Statement. Accordingly, you should not rely
upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected
in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from
those projected in the forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K include, but
are not limited to, the Company’s expectation regarding its fourth quarter and fiscal year 2025 operating and financial results
and the economic conditions in the markets in which the Company operates.
The
forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made.
We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed
in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation
to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Signature
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: January 9, 2026.
| |
Proficient Auto Logistics, Inc. |
| |
|
|
| |
By |
/s/ Brad Wright |
| |
|
Brad Wright |
| |
|
Chief Financial Officer and Secretary |
