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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 13, 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 1.01 Entry into a Material Definitive
Agreement
Convertible Note Subscription
Agreements
On
August 13, 2026, Proficient Auto Logistics, Inc. (the “Company”) completed its previously announced private offering of
$75.0 million aggregate principal amount of 5.500% convertible senior notes due 2033 (the “notes”) to persons reasonably believed
to be qualified institutional buyers in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act
of 1933, as amended (the “Securities Act”). The notes were sold under subscription agreements entered into by the Company
as of August 10, 2026 with certain investors (collectively, the “investors”).
The
subscription agreements contain a number of representations and warranties made by the Company and the purchasers of the notes solely
for the benefit of certain of the parties to the subscription agreements, which in certain cases are subject to specified exceptions and
materiality, knowledge and other qualifications contained in the subscription agreements. The subscription agreements also contain certain
customary covenants for transactions of this type by the Company and the purchasers of the notes.
The foregoing description
of the subscription agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form
of subscription agreement, which will be filed as an exhibit to an amendment to this Form 8-K or the Company’s Quarterly Report
on Form 10-Q for the quarter ending September 30, 2026.
Indenture and Notes
The notes were issued pursuant
to the Indenture, dated as of August 13, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as trustee (“Trustee”). The notes are the senior, unsecured obligations of the Company and will accrue interest
at a rate of 5.500% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027.
The notes will mature on August 15, 2033, unless earlier purchased, redeemed or converted.
Holders may surrender their
notes for conversion at any time prior to the close of business on the business day immediately preceding May 15, 2033 only upon satisfaction
of one or more of the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December
31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20
trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the calendar
quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the notes
in effect on each applicable trading day; (2) during the five consecutive business-day period following any ten consecutive trading-day
period in which the trading price per $1,000 principal amount of the notes for each such trading day is less than 98% of the last reported
sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) upon the occurrence
of specified corporate events described in the Indenture; or (4) if the Company calls any or all of the notes for redemption, at any time
prior to the close of business on the second business day immediately preceding the redemption date. On or after May 15, 2033, until the
close of business on the second scheduled trading day immediately preceding the maturity date, holders may surrender their notes for conversion
at any time, regardless of whether any of the foregoing conditions are satisfied. Upon conversion, the Company will settle conversions
by paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of common stock, at
the Company’s election, as described in the Indenture.
The initial conversion rate
for the notes is 153.7870 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial
conversion price of approximately $6.50 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence
of certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur
prior to the maturity date or in connection with any redemption of all or a portion of the notes prior to the maturity date, the Company
will increase the conversion rate for a holder who elects to convert its notes in connection with a corporate event or during the related
redemption period in certain circumstances described in the Indenture.
The notes will be redeemable,
in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or
after August 15, 2030 and on or before the 60th scheduled trading day immediately before the maturity date, but only if the last reported
sale price per common share exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied.
In addition, the notes are redeemable, in whole and not in part, at the Company’s option if (i) certain changes in tax law occur;
or (ii) the principal amount of the notes outstanding is less than 10% of the aggregate principal amount of notes initially issued, in
each case, subject to certain conditions. The redemption price will be equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date.
If a “fundamental change”
occurs, then, subject to a limited exception, the Company will offer to repurchase the notes for cash. The repurchase price will be equal
to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase
date.
The Indenture contains customary
terms and covenants and events of default. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee
or the holders of at least 25% in principal amount of the then outstanding notes may declare by written notice 100% of the principal of
and accrued and unpaid interest, if any, on all the notes to be due and payable.
The foregoing description
of the Indenture and the form of note does not purport to be complete and is qualified in its entirety by reference to the full text of
the Indenture, which will be filed as an exhibit to an amendment to this Form 8-K or the Company’s Quarterly Report on Form 10-Q
for the quarter ending September 30, 2026, and the form of note, which is an exhibit to the Indenture.
The
notes and the common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities
Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable
exemption from such registration requirements.
Capped Call Transactions
In
connection with the pricing of the notes, the Company entered into privately negotiated capped call transactions (the “capped call
transactions”) with certain financial institutions (the “option counterparties”). The capped call transactions cover,
initially, the number of shares of the Company’s common stock underlying the notes, subject to anti-dilution adjustments substantially
similar to those applicable to the notes. The Company used approximately $9.2 million of the net proceeds from the notes to pay the cost
of the capped call transactions.
The capped call transactions
generally are expected to reduce potential dilution to the Company’s common stock upon any conversion of the notes and/or offset
any potential cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be,
with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. The cap price of the capped
call transactions initially will be $8.93 per share of the Company’s common stock, which represents a premium of 75% over the last
reported sale price of $5.10 on the Nasdaq exchange on August 11, 2026, and is subject to certain adjustments under the terms
of the capped call transactions. Unless terminated early or extended, the capped call transactions are expected to expire over a period
of 60 trading days beginning on May 18, 2033.
The
capped call transactions are separate transactions, in each case, entered into by the Company with the option counterparties, and are
not part of the terms of the notes and will not affect any holder’s rights under the notes. Holders of the notes will not have any
rights with respect to the capped call transactions.
The summary of the foregoing
transactions is qualified in its entirety by reference to the text of the capped call confirmation, the form of which will be filed as
an exhibit to an amendment to this Form 8-K or the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30,
2026.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On
August 13, 2026, Proficient Services, Inc. (the “Buyer”), a wholly owned subsidiary of the Company, completed its previously
announced acquisition of Hansen & Adkins Auto Transport (“H&A”) pursuant to that certain Equity Purchase Agreement
(the “Purchase Agreement”), dated August 10, 2026, by and between Proficient Services, Inc., a wholly owned subsidiary of
the Company and H&A CN Acquisition, Ltd., Hansen & Adkins Auto Transport, Inc., Hansen & Adkins Auto Logistics, Inc., Royal
Truck Leasing, LLC, Hansen & Adkins Canada Ltd., Steven Hansen (“Mr. Hansen”), Louie Adkins, Hansen & Adkins, Inc.,
Royal Holdco, LLC, The Steven Hansen Separate Property Trust, The Louie Adkins 2024 Trust, and Steven Hansen, in his capacity of the Seller
Representative (collectively, the “Sellers”).
Pursuant
to the terms of the Purchase Agreement, at the effective time of the acquisition, the Buyer 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 (the “Acquisition Shares”) and approximately $52 million was paid in cash (subject
to customary post-closing adjustments (each as 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 (the “Earnout Consideration”) with the remainder payable in cash. The cash consideration was funded by available
cash resources and borrowings under the Company’s credit facilities.
The
foregoing summary and description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Purchase Agreement, which will be filed as an exhibit to an amendment to this Form 8-K or the Company’s
Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered
Sales of Securities Convertible or Exercisable into Equity Securities.
The
information set forth in Items 1.01 and 2.01, to the extent required by Item 3.02, is incorporated by reference into this Item 3.02 by
reference.
The
Company offered and sold the notes to the investors in reliance on the exemption from registration provided by Section 4(a)(2) of
the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the investors in
the Subscription Agreements. The shares of common stock issuable upon conversion of the notes, if any, have not been registered under
the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements.
The
offer and sale of the Acquisition Shares pursuant to the Purchase Agreement were made in reliance on the exemption afforded by Section
4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Acquisition Shares
were not registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent
registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The issuance and
sale of the Acquisition Shares did not involve a public offering and were made without general solicitation or general advertising.
Neither this Current Report
on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other
securities of the Company.
Item 7.01. Regulation FD Disclosure.
On
August 14, 2026, the Company issued a press release announcing the completion of the acquisition of H&A. A copy of the press release
is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.
The
information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On
August 12, 2026, the Company issued a press release announcing the pricing of the offering of the notes. As required by Rule 135c under
the Securities Act, a copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release of Proficient Auto Logistics, Inc., dated August 11, 2026, announcing the pricing of the offering of the Company’s convertible senior notes due 2033. |
| 99.2 |
|
Press release of Proficient Auto Logistics, Inc., dated August 14, 2026, announcing the completion of the acquisition of Hansen & Adkins Auto Transport. |
| 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: August 14, 2026
| |
Proficient Auto Logistics, Inc. |
| |
|
|
| |
By: |
/s/ Brad Wright |
| |
|
Brad Wright |
| |
|
Chief Financial Officer and Secretary |
Exhibit 99.1
PROFICIENT
AUTO LOGISTICS ANNOUNCES
PRICING
OF $75 MILLION CONVERTIBLE BOND OFFERiNG
JACKSONVILLE, FLORIDA – August 11, 2026 – Proficient
Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”), a leading provider of auto transportation
and logistics services, today announced the pricing of its previously announced offering of $75.0 million aggregate principal amount of
convertible senior notes due 2033 (the “notes”) in a private offering (the “offering”) to persons reasonably believed
to be “qualified institutional buyers” in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are expected to settle on August 13, 2026,
subject to customary closing conditions.
The notes will be senior, unsecured obligations of Proficient and will
accrue interest at a rate of 5.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on
February 15, 2027. The notes will mature on August 15, 2033, unless earlier repurchased, redeemed or converted. Before May 15, 2033, noteholders
will have the right to convert their notes only upon the occurrence of certain events. From and after May 15, 2033, noteholders may convert
their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity
date. Proficient will settle conversions by paying or delivering, as applicable, cash, shares of Proficient common stock or a combination
of cash and shares of Proficient common stock, at Proficient’s election. The initial conversion ratio is 153.7870 common shares
per $1,000 principal amount of notes, which represents an initial conversion price of approximately $6.50 per common share. The initial
conversion price represents a premium of approximately 27.50% over the last reported sale price of $5.10 per common share on August 11,
2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to certain
limitations), for cash at Proficient’s option at any time, and from time to time, on or after August 15, 2030 and on or before the
60th scheduled trading day immediately before the maturity date, but only if the last reported sale price per common share exceeds 130%
of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable,
in whole and not in part, at Proficient’s option if (i) certain changes in tax law occur; or (ii) the principal amount of the notes
outstanding is less than 10% of the aggregate principal amount of notes initially issued, in each case, subject to certain conditions.
The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date.
If a “fundamental change” occurs, then, subject to a limited
exception, Proficient will offer to repurchase the notes for cash. The repurchase price will be equal to the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
Proficient estimates that the net proceeds from the offering will be
approximately $71.4 million, after deducting Proficient’s estimated offering expenses. Proficient intends to use the net proceeds
from the offering to refinance outstanding indebtedness and to pay the premiums with respect to the capped call transactions described
below.
In connection with the pricing of the notes, Proficient entered into
privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped
call transactions are expected generally to reduce potential dilution to Proficient’s common stock upon any conversion of the notes,
and/or offset any potential cash payments Proficient is required to make in excess of the principal amount of such converted notes, as
the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions
will initially be $8.93 per share, and is subject to certain adjustments under the terms of the capped call transactions. Unless terminated
early or extended, the capped call transactions are expected to expire over a period of trading days beginning on May 18, 2033.
Proficient has been advised that, in connection with establishing its
initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of
Proficient common stock and/or enter into various derivative transactions with respect to Proficient’s common stock concurrently
with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price
of Proficient’s common stock or the notes at that time.
In addition, the option counterparties and/or their
respective affiliates may modify their hedge positions by selling or purchasing Proficient’s common stock or other securities of
Proficient in secondary market transactions and/or entering into or unwinding various derivatives with respect to Proficient’s common
stock following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) on each exercise date for
the capped call transactions, which are expected to occur on each trading day during the 60 trading day period beginning on May 18, 2033
and (y) following any early conversion of the notes, any repurchase of the notes by Proficient on any fundamental change repurchase date,
any redemption date or may do so on any other date on which the notes are repurchased by Proficient). This activity could also cause or
avoid a decrease or increase in the market price of Proficient’s common stock or the notes, which could affect the ability of noteholders
to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion
of the notes, it could affect the number of shares and/or value of the consideration that noteholders will receive upon conversion of
the notes.
The notes and the common stock issuable upon conversion
of the notes, if any, have not been and will not be registered under the Securities Act, or any state securities laws, and unless so registered,
may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor
a solicitation of an offer to buy any of the notes or any shares of common stock potentially issuable upon conversion of the notes and
shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
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.
Investor Relations:
Brad Wright
Chief Financial Officer and Secretary
Phone: 904-506-4317
Email: Investor.relations@proautologistics.com
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. 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, 2026 (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:
those related to the offering of the notes and the use of proceeds therefrom and the capped call transactions; the satisfaction of the
conditions to the closing of the proposed transaction in a timely manner; expectations related to synergies, capacity, units moved, geographic
footprint and combined company performance; costs related to, and the inability to recognize the anticipated benefits of the acquisition
of H&A; risks related to the business of H&A and unexpected liabilities that may arise in connection with the integration of H&A
into our business, including our ability to apply our procedures regarding internal controls over financial reporting to H&A; the
risk that disruptions from the acquisition will harm our business, including current plans and operations; the diversion of management’s
time and attention from ordinary course business operations to integration of H&A; potential adverse reactions or changes to business
relationships resulting from the acquisition of H&A; the outcome of any legal proceedings that may be instituted against the Company
in connection with our acquisition of H&A; 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; expectations and
impact related to fuel price volatility; 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; our ability to adapt to and address changes
to the capacity environment, driver compensation and market pricing; 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 document
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.
Exhibit 99.2
Proficient
Auto Logistics Completes Acquisition of Hansen & Adkins
JACKSONVILLE, FLORIDA – August 14, 2026
– Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”), a leading provider of
auto transportation and logistics services, announced the completion of its previously announced transaction to acquire Hansen &
Adkins (“H&A”) as of August 13th, consistent with the timing and transaction terms disclosed in the Company's
prior announcements.
“We are encouraged by the enthusiasm and
response to the acquisition in our interactions with Hansen & Adkins’ leaders and employees, our broader employee and driver
population, customers, and investors,” shared Amy Rice, Proficient’s President and Chief Operating Officer. “We now
turn our attention to realizing early opportunities for efficiency in the operation and combined shop footprint to enhance service and
capacity for customers, bringing our teams together, and partnering through integration milestones over the next six months to capture
the transformational potential in this combination.”
The combined enterprise is now the largest auto
hauler in the North American market, with a robust portfolio across automotive OEMs, transporting roughly one quarter of the addressable
new vehicle transportation market. On a go-forward basis, Proficient expects to move more than four million vehicles annually and with
a larger company-owned fleet of assets and safe, high-quality drivers, the Company expects its segment mix of company deliveries, when
compared to subhauler deliveries, to be closer to half of the portfolio. Additional density in the network footprint will allow for enhanced
capacity, improved utilization and reduction of empty miles, as well as scale benefits in supporting infrastructure and resources. At
a time in the industry when auto haul capacity has compressed due to regulatory and economic factors, this combination augments the Company’s
core capabilities and value proposition.
Integration of the acquisition is expected to
be complete in early 2027, though the Hansen & Adkins name and brand will remain in place as the largest operating company under the
Proficient umbrella, continuing to operate as Hansen & Adkins in the United States and as MCL McGill in Canada. Founders Steve Hansen
and Louie Adkins will remain as advisors through year-end to support the transition.
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.
Investor Relations:
Brad Wright
Chief Financial Officer and Secretary
Phone: 904-506-4317
Email: Investor.relations@proautologistics.com
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. 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, 2026 (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. The risks, uncertainties, and other factors, which are described in more detail in the documents we file with
the Securities and Exchange Commission, include but are not limited to: those related to the offering of the notes and the use of proceeds
therefrom and the capped call transactions; expectations related to synergies, capacity, units moved, geographic footprint and combined
company performance; costs related to, and the inability to recognize the anticipated benefits of the acquisition of H&A; risks related
to the business of H&A and unexpected liabilities that may arise in connection with the integration of H&A into our business,
including our ability to apply our procedures regarding internal controls over financial reporting to H&A; the risk that disruptions
from the acquisition will harm our business, including current plans and operations; the diversion of management’s time and attention
from ordinary course business operations to integration of H&A; potential adverse reactions or changes to business relationships resulting
from the acquisition of H&A; the outcome of any legal proceedings that may be instituted against the Company in connection with our
acquisition of H&A; 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; expectations and impact related to fuel
price volatility; 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; our ability to adapt to and address changes to the capacity environment, driver
compensation and market pricing; 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 document 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.
