[8-K] Proficient Auto Logistics, Inc. Reports Material Event

Rhea-AI Filing Summary

Proficient Auto Logistics, Inc. furnished a press release disclosing combined financial results for Proficient Auto Logistics, Proficient Auto Transport, Inc. and the company’s five founding companies for the quarter ended June 30, 2025. The filing states the complete press release is attached as Exhibit 99.1 and that more detailed results and commentary are available there.

The company also scheduled an investor conference call at 5:00 pm Eastern on August 11, 2025 with registration and a listen-only webcast link provided in the report. The filing includes a standard forward-looking statements disclaimer noting that projections and expectations are subject to risks and uncertainties and should not be relied upon as predictions.

Positive

• Press release furnished as Exhibit 99.1 disclosing combined results for the quarter ended June 30, 2025
• Investor conference call and listen-only webcast scheduled, with registration link provided for market access
• Interactive XBRL cover page (Exhibit 104) included, supporting data accessibility

Negative

• Numeric financial details are not reproduced in the 8-K body; readers must open Exhibit 99.1 to see results
• Filing contains broad forward-looking disclaimers noting outcomes are subject to risks and uncertainties

Insights

Financial Analyst

TL;DR: Company furnished combined Q2 results and scheduled a live investor call; details are in Exhibit 99.1.

The 8-K notifies investors that the company has released combined financial results for the quarter ended June 30, 2025 for Proficient Auto Logistics, Proficient Auto Transport and five founding entities, and it provides access to a same-day investor conference call and webcast. The filing itself does not reproduce numeric results in the body; investors must consult Exhibit 99.1 for revenue, profit, cash flow and other metrics. Inclusion of an investor call indicates management will discuss operational drivers and provide context around the combined reporting structure.

Corporate Governance Expert

TL;DR: Disclosure practices are standard—press release furnished as an exhibit and a public call scheduled; forward-looking disclaimers included.

The report follows conventional disclosure protocol by furnishing the press release as Exhibit 99.1 and providing a webcast and registration for an investor call, ensuring public access to material information. The filing contains an extensive forward-looking statements section highlighting risks and uncertainties, which is typical but important for contextualizing any forward-looking commentary made during the call or in the press release. No governance changes or executive departures are disclosed in this filing.

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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): August 11, 2025

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 2.02 Results of Operations and Financial Condition

On August 11, 2025, Proficient Auto Logistics, Inc. (the “Company”) issued a press release regarding the financial results for the Company, Proficient Auto Transport, Inc. and the Company’s five founding companies on a combined basis for the quarter ended June 30, 2025 and certain other information. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.

The Company has scheduled a conference call for 5:00 pm Eastern time on August 11, 2025 to discuss its operations and financial results. The Company invites investors to join the investor conference call by registering through this link: https://register-conf.media-server.com/register/BIa8f63630c99c498cbbb1d9a5df394445. Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/j5w37j4m.

The information in this Item 2.02 and the attached exhibit 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, 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 August 11, 2025
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 Annual Report on Form 10-K (the “Annual Report”), and elsewhere in the Annual Report. 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, statements regarding: the economic conditions in the global markets in which we operate; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and customer preferences, and achieve the anticipated benefits and associated cost savings of such strategies and actions; our ability to recruit and retain qualified driving associates, independent contractors and third-party auto transportation and logistics companies; an increase in the frequency or severity of accidents or other claims; our expectations regarding the successful implementation of our acquisitions; geopolitical developments and additional changes in international trade policies and relations; the effect of any international conflicts or terrorist activities, on the United States and global economies in general, the transportation industry, or us in particular, and what effects these events will have on our costs and the demand for our services; our ability to manage our network capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels; our ability to compete effectively against current and future competitors; our ability to maintain our profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; and our future financial and operating results; our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.

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.

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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: August 11, 2025.

	Proficient Auto Logistics, Inc.
	By	/s/ Brad Wright
		Brad Wright
		Chief Financial Officer and Secretary

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FAQ

What did Proficient Auto Logistics (PAL) report in this 8-K?

The 8-K states the company furnished a press release reporting combined financial results for Proficient Auto Logistics, Proficient Auto Transport, Inc. and the company’s five founding companies for the quarter ended June 30, 2025.

When is the PAL investor conference call and how can I join?

The company scheduled a conference call at 5:00 pm Eastern on August 11, 2025. Investors may register via the provided registration link to receive a dial-in and unique PIN, or join the listen-only webcast via the provided webcast URL.

Where can I find the detailed financial results referenced in the 8-K?

The complete press release containing detailed results is furnished as Exhibit 99.1 to the 8-K and should contain the numerical financial information.

Does the 8-K include forward-looking statements or risk disclosures?

Yes. The filing includes a standard forward-looking statements disclaimer noting that projections and expectations involve risks, uncertainties and factors described in the company’s risk disclosures.

Which exhibits were filed with this 8-K for PAL?

The exhibits listed are 99.1 (press release dated August 11, 2025) and 104 (Cover Page Interactive Data File embedded within the Inline XBRL document).