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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):
March 2, 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
Raymond James 47th Annual
Institutional Investors Conference
On
March 2, 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 attend the Raymond
James 47th Annual Institutional Investors Conference on March 4, 2026. The materials used during the conference will be posted to
the Company’s website that day at proficientautologistics.com under “Investor Relations.”
Preliminary
Results Regarding January and February 2026
On
March 2, 2026, the Company issued a press release regarding certain operating and financial metrics for January and February 2026.
Share
Repurchase Program
On
March 2, 2026, the Company also announced that its Board of Directors authorized a share repurchase program under which the Company may
repurchase up to $15 million of its common stock. The repurchase program authorizes the Company to purchase its common stock from time
to time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs,
through option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions.
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 March 2, 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 Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 31, 2025 (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: our expectations regarding our future performance,
results of operations, and our ability to improve our leverage position and balance sheet; 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; our expectations regarding the amount
and timing of any repurchase of our common stock pursuant to our share repurchase program; 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.
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: March 2, 2026.
| |
Proficient Auto Logistics, Inc. |
| |
|
|
| |
By |
/s/ Brad Wright |
| |
|
Brad Wright |
| |
|
Chief Financial Officer and Secretary |
3
Exhibit 99.1
Proficient Auto Logistics Provides First Quarter
Update, Announces Inaugural $15M Share Repurchase Authorization
Announces Participation in the Raymond James
47th Annual Institutional Investors Conference
JACKSONVILLE, FLORIDA – March 2, 2026 – Proficient Auto
Logistics, Inc. (NASDAQ: PAL) (the “Company”) today provided certain operational and financial metrics for the first
two months of calendar year 2026 and announced that its Board of Directors has authorized the repurchase of up to $15 million of the company’s
common stock, effective immediately.
First Quarter Update
Preliminary total revenue for the combined months
of January and February was approximately $55 million, roughly 4% below the comparable period of 2025. As earlier indicated, January had
extended plant shutdowns, weak seasonally adjusted annual rate (“SAAR”), and severe winter weather, which impacted both new
vehicle shipments and dealership operations. While February auto sales showed some rebound, with a modestly stronger month-over-month
SAAR forecasted (though down from February 2025 SAAR), transportation pipelines by rail and sea have been slower to recover, resulting
in February monthly revenue being lower year-over-year and $6-8M short of our expectations. Absent impacts of weather in the Northeast
in the last week of February, run rates for volume and revenue have now returned to expected levels.
Our previously communicated expectations for revenue
and profitability for the month of March remain intact; however, the weak January and February revenue, below fixed cost coverage levels,
will result in full quarter revenue below our previously disclosed expectation and a resulting sequential increase in adjusted operating
ratio. Although uncertainty remains in the automotive industry outlook for 2026, we expect our revenue and adjusted operating ratio as
we look forward to be substantially in line with current analyst consensus.
Amy Rice, Proficient’s President and Chief
Operating Officer, shared, “Our automotive OEM customers and current channel checks on rail and sea volumes affirm seasonal strengthening
into March and April, which will meaningfully improve our efficiency and performance. While we expect healthy dealer inventory levels,
continued sales incentives, and a stronger tax refund season to support improved consumer demand over the coming months, this update for
the first quarter reflects softer than expected February market conditions and timing impacts versus prior expectations.”
Share Repurchase Program
The Company’s Board of Directors has authorized a share repurchase
program under which the Company may repurchase up to $15 million of its common stock. The timing and volume of share repurchases will
be determined by the Company’s management based on its ongoing assessments of the capital needs of the business, the market price
of its common stock and general market conditions. No time limit has been set for the completion of the repurchase program, and the program
may be suspended or discontinued at any time. The repurchase program authorizes the Company to purchase its common stock from time to
time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through
option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions.
This program diversifies the capital deployment options available to
the Company, and will be funded from cash on hand, borrowings under its revolving credit facility, and/or future cash flows. Information
regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities
and Exchange Commission.
“Rick O’Dell, Proficient’s Chairman and Chief Executive
Officer, commented, “Today’s authorization of our first-ever share repurchase program is a vote of confidence in the Company’s
financial health and complements our top-line growth strategies via market share gains and acquisition. This program demonstrates the
strength of our balance sheet and an expanded commitment to generating stockholder returns when we see a disconnect between the intrinsic
value and market valuation of our shares. We continue to see underlying resiliency in the automotive market and expect a stable demand
environment as we look ahead.”
Additionally, 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 attend
the Raymond James 47th Annual Institutional Investors Conference on March 4, 2026. The materials used during the conference will be posted
to the Company’s website that day at proficientautologistics.com under “Investor Relations.”
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, including
two 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, or regional rail yards to auto dealerships around the country.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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, expectations regarding the amount and timing of any repurchases of Company common
stock under the share repurchase program, as well as expectations regarding the automotive industry and consumer demand. 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 filed with the Securities and Exchange Commission on March 31, 2025 (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 press release include, but are not limited to, statements regarding our expectations for first quarter operating and financial
results and the economic conditions in the global markets in which we operate.
The forward-looking statements
made in this press release 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.
Investor Relations:
Brad Wright
Chief Financial Officer and Secretary
Phone: 904-506-4317
email: Investor.relations@proautologistics.com
