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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): October 30, 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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
On
October 30, 2026, the Board of Directors (the “Board”) of Proficient Auto Logistics, Inc. (the “Company”) increased
the size of the Board and appointed Steven Hansen (“Mr. Hansen”) to serve as a member of the Board, effective immediately,
until the Company’s annual meeting of stockholders to be held in 2027.
Mr.
Hansen is a co-founder of Hansen & Adkins, Inc. (“H&A”), a finished-vehicle logistics and automobile
transportation company, which was acquired by the Company in August 2026. Mr. Hansen served in various roles with H&A and its
subsidiaries since he co-founded H&A in 1994. Mr. Hansen is a founding member and founding chairman of the Auto Haulers
Association of America and currently serves on its board of directors. His experience includes automobile transportation operations,
fleet maintenance, risk management, finance, personnel management, insurance, and U.S. Department of Transportation regulations. Mr.
Hansen earned a Bachelor of Science in Public Administration from the University of Southern California. We believe that Mr.
Hansen’s long and extensive experience in the auto hauling business qualifies him to serve as a director of the
Company.
Pursuant
to an employment agreement, dated August 14, 2026 (the “Employment Agreement”), Mr. Hansen agreed to provide advisory services
to the Company from August 14, 2026 through December 31, 2026. The Employment Agreement provides for compensation at a prorated annual
rate of $250,000 and includes medical and dental insurance benefits. The foregoing description
of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K. There are currently no arrangements or understandings between
Mr. Hansen and any person pursuant to which Mr. Hansen was selected as a director.
On
August 14, 2026, the Company entered into (i) three lease arrangements with 3611 Farquhar Investments, LLC (the “Farquhar Leases”),
and (ii) one lease arrangement with 480 Dick Buchanan Street, LLC (the “Buchanan Lease”). Each lease has an initial term
commencing on August 13, 2026 and expiring December 31, 2027. Each lease provides the Company, as lessee, with five options to extend
the term for two years each. The leases contain specified termination rights relating to, among other things, tenant defaults, casualty,
condemnation, hazardous-substance conditions and certain required capital expenditures, subject to their applicable notice, cure and
other conditions. Mr. Hansen owns a 50% equity interest in each of these lessors. The aggregate annual value of the leases with 3611 Farquhar
Investments, LLC is approximately $1,200,000 and the aggregate annual value of the lease with 480 Dick Buchanan Street, LLC is approximately
$180,000. The foregoing descriptions of the Farquhar Leases and the Buchanan Lease are not complete and are qualified in their entirety
by reference to the full text of the lease agreements, which are filed as Exhibits 10.2, 10.3, 10.4, and 10.5 to this Current Report
on Form 8-K.
As
set forth in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 10, 2026 and
August 14, 2026, Proficient Services, Inc., a wholly owned subsidiary of the Company, acquired Hansen & Adkins Auto Transport, LLC
and certain affiliated entities, pursuant to that certain Equity Purchase Agreement, dated August 10, 2026 (the “Purchase Agreement”).
Pursuant to the terms of the Purchase Agreement, the Company paid an upfront purchase price of approximately $130 million, including
assumed debt of approximately $75 million. Of the approximately $55 million remaining, 421,354 shares of common stock of the Company
were issued to Mr. Hansen and approximately $52 million was paid in cash (subject to customary post-closing adjustments set forth in
the Purchase Agreement). The terms of the Purchase Agreement also provide for potential earnout payments of up to approximately $22.1
million, of which $2 million would be payable in shares of common stock to Mr. Hansen with the remainder payable in cash. Other than
the Farquhar Leases, the Buchanan Lease and the Purchase Agreement, there are no current or proposed transactions in which Mr. Hansen
has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure
pursuant to Item 404(a) of Regulation S-K.
In
light of the various agreements between the Company and Mr. Hansen, the Board has determined that Mr. Hansen is not independent under
the applicable rules of The Nasdaq Stock Market LLC. Accordingly, Mr. Hansen is not expected to be appointed to serve on any committees
of the Board. Mr. Hansen has also agreed to waive all compensation payable by the Company in connection with his service on the Board.
The Company and Mr. Hansen entered into the Company’s standard indemnification agreement, the form of which is incorporated by
reference as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| Item 7.01 |
Regulation FD Disclosure |
On
October 30, 2026, the Company issued a press release announcing the appointment of Mr. Hansen to the Board. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit
99.1 is 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 |
| Exhibit Number |
|
Description |
| 10.1 |
|
Employment Agreement, dated as of August 13, 2026, by and among Steven Hansen, Hansen & Adkins Auto Transport, LLC, and the Company. |
| 10.2 |
|
Standard Industrial/Commercial Single-Tenant Lease (3552 Green Avenue), dated as of August 10, 2026, by and between 3611 Farquhar Investments, LLC and Hansen & Adkins Auto Transport, LLC. |
| 10.3 |
|
Standard Industrial/Commercial Single-Tenant Lease (351 Martin Palmer Drive), dated as of August 10, 2026, by and between 3611 Farquhar Investments, LLC and Hansen & Adkins Auto Transport, LLC. |
| 10.4 |
|
Standard Industrial/Commercial Single-Tenant Lease (1814 Westfield Loop Road), dated as of August 10, 2026, by and between 3611 Farquhar Investments, LLC and Hansen & Adkins Auto Transport, LLC. |
| 10.5 |
|
Standard Industrial/Commercial Single-Tenant Lease (480 Dick Buchanan Street), dated as of August 10, 2026, by and between 480 Dick Buchanan Street, LLC and Hansen & Adkins Auto Transport, LLC. |
| 99.1 |
|
Press release, dated October 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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:
October 30, 2026.
| |
Proficient Auto Logistics, Inc. |
| |
|
|
| |
By: |
/s/ Brad Wright |
| |
|
Brad Wright |
| |
|
Chief Financial Officer and Secretary |
Exhibit 99.1
PROFICIENT AUTO LOGISTICS APPOINTS STEVEN HANSEN TO BOARD OF DIRECTORS
Automobile And Transportation Veteran To Support
Continued H&A Integration And Additional Opportunities For Growth
JACKSONVILLE, FLORIDA – October 30, 2026 — Proficient
Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”) today announced the appointment of Steven
Hansen to its Board of Directors (the “Board”), effective immediately.
Mr. Hansen co-founded Hansen & Adkins, Inc. (“H&A”),
a finished-vehicle logistics and automobile transportation company acquired by Proficient in August 2026.
“Steve brings more than 30 years of experience in the automobile
transportation industry, having built Hansen & Adkins into a respected finished-vehicle logistics company,” said Rick O’Dell,
Proficient’s Chief Executive Officer. “He has deep expertise across operations and fleet maintenance, as well as a strong
understanding of what it takes to serve automotive customers reliably at scale. Steve’s experience will be particularly valuable
as we continue successfully integrating H&A, strengthening our operations, and pursuing additional opportunities for growth. We look
forward to his contributions to the Board as we advance Proficient’s long-term strategy.”
Since co-founding H&A in 1994, Mr. Hansen served in a variety of
leadership roles at the company. His more than three decades with H&A included responsibility for automobile transportation operations,
fleet maintenance, risk management, finance, personnel management, insurance, and U.S. Department of Transportation regulatory compliance.
Mr. Hansen is a founding member and former chairman of the Auto Haulers Association of America and currently serves on its board of directors.
Mr. Hansen earned a Bachelor of Science in Public Administration from the University of Southern California.
About Proficient Auto Logistics
Headquartered in Jacksonville, Florida, Proficient Auto Logistics (NASDAQ: PAL) is the leading specialized freight company focused
on providing auto transportation and logistics services. Through the combination of nine industry-leading operating companies, including
four since IPO debut May 2024, PAL operates the largest auto transportation fleet in North America, offering a broad range of services
primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, and regional rail yards
to auto dealerships around North America. For more information, visit www.proficientautologistics.com.
Contacts
Investor Relations:
Brad Wright
Chief Financial Officer and Secretary
Phone: 904-506-4317
email: Investor.relations@proautologistics.com
