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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): February 26, 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 February 26, 2026, the Board of Directors (the “Board”)
of Proficient Auto Logistics, Inc. (the “Company”) appointed Rohit Lal (“Mr. Lal”) to serve as a member of the
Board effective immediately, to serve until the Company’s annual meeting of stockholders to be held in 2026. Mr. Lal has also been
appointed to the Audit and Nominating and Corporate Governance Committees of the Board.
Mr.
Lal currently serves as Executive Vice President, IT Strategy for Saia, Inc. (“Saia”), a public logistics company based in
Atlanta, where he leads IT teams to develop and deliver enterprise-wide solutions from applications to analytics. Mr. Lal joined Saia
in 2021, and has led the co-development of cloud-based applications to optimize supply chain delivery solutions and established data
privacy and NIST-based cybersecurity programs through a combination of training, process changes and technology tools. Prior to Saia,
Mr. Lal held the role of Director of Enterprise Architecture for CONA Services, an IT shared services company co-owned by The Coca-Cola
Company and the 12th largest Coca-Cola Bottlers in North America. He joined The Coca-Cola Company in 2008 and served in a variety of
roles during his tenure, with ranging responsibilities including implementing end-to-end SAP-centric sales, manufacturing, warehousing
and route planning solutions. Before joining The Coca-Cola Company, Mr. Lal led various business development initiatives and ERP value
realization engagements at mid-market and global companies across multiple industries as CEO and Founder of AceTrack, Inc. and in various
sales and consulting roles at QAD. Mr. Lal earned a Bachelor of Science in Chemical Engineering from the Indian Institute of Technology.
There
are currently no arrangements or understandings between Mr. Lal and any person pursuant to which Mr. Lal was selected as a director.
The Company has had no transactions since the beginning of its last fiscal year, and has no transactions currently proposed, in which
Mr. Lal, or any member of his immediate family, has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr.
Lal will receive cash compensation of $50,000 and restricted stock units in a value equal to
$75,000 based on the fair market value of the Company’s common stock on the date of grant (pro-rated based on the effective
date of Mr. Lal’s appointment and until the next annual meeting), each as set forth in the Company’s 2024
Non-Employee Director Compensation Policy, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on
April 11, 2024, as amended (Registration No. 333-278629) (the “Registration Statement”).
In
connection with Mr. Lal’s
appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with
Mr. Lal, the form of which is filed as Exhibit 10.1 to the Registration Statement. The foregoing
description is not complete and is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement,
which is filed as Exhibit 10.1 to the Registration Statement.
Item
7.01 Regulation FD Disclosure
On
February 26, 2026, the Company issued a press release announcing the appointment of Mr. Lal 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 |
| 99.1 |
|
Press
release, dated February 26, 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:
February 26, 2026.
| |
Proficient Auto
Logistics, Inc. |
| |
|
|
| |
By |
/s/
Brad Wright |
| |
|
Brad Wright
Chief Financial Officer and Secretary |
| |
|
|
Exhibit
99.1
PROFICIENT
AUTO LOGISTICS APPOINTS ROHIT LAL TO BOARD OF DIRECTORS
JACKSONVILLE,
FLORIDA – February 26, 2025 — Proficient Auto Logistics, Inc. (NASDAQ: PAL) today announced that the Board of Directors
(the “Board”) of Proficient Auto Logistics, Inc. (the “Company”) appointed Rohit Lal (“Mr. Lal”)
to serve as a member of the Board. Mr. Lal currently serves as the Executive Vice President of IT Strategy for Saia, Inc (NASDAQ: SAIA)
(“Saia”), where he leads IT teams to develop and deliver enterprise-wide solutions from applications to analytics.
“Rohit
brings significant experience in enterprise technology strategy and digital transformation,” said Rick O’Dell, Proficient’s
Chief Executive Officer. “His expertise will enhance our Board as we continue advancing our long-term strategy and investing
in scalable growth.”
Prior
to Saia, Mr. Lal held the role of Director of Enterprise Architecture for CONA Services, an IT shared services company co-owned by The
Coca-Cola Company and the 12th largest Coca-Cola Bottlers in North America. He joined The Coca-Cola Company in 2008 and served in a variety
of roles during his tenure, with ranging responsibilities including implementing end-to-end SAP-centric sales, manufacturing, warehousing
and route planning solutions. Before joining The Coca-Cola Company, Mr. Lal led various business development initiatives and ERP value
realization engagements at mid-market and global companies across multiple industries as CEO and Founder of AceTrack, Inc. and in various
sales and consulting roles at QAD. Mr. Lal earned a Bachelor of Science in Chemical Engineering from the Indian Institute of Technology.
About
Proficient Auto Logistics
We
are a leading specialized freight company focused on providing auto transportation and logistics services. Through the combination of
seven industry-leading operating companies since our IPO in May 2024, we operate one of the largest auto transportation fleets in North
America. We offer a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from
automotive production facilities, marine ports of entry, and regional rail yards to auto dealerships around the country.
Contacts
Investor
Relations:
Brad
Wright
Chief
Financial Officer and Secretary
Phone:
904-506-4317
email:
Investor.relations@proautologistics.com
