Proficient Auto Logistics (PAL) CEO converts 161,670 RSUs into common stock

Rhea-AI Filing Summary

Proficient Auto Logistics, Inc. director and CEO Richard D. Odell exercised restricted stock units into common shares as part of his equity compensation. On May 13, 2026, 161,670 restricted stock units converted into an equal number of common shares at a price of $0.00 per share.

Following the transaction, Odell directly held 997,842 common shares and 485,015 restricted stock units. These units are part of an award of 808,355 restricted stock units granted on May 13, 2024, which vest in equal installments annually from 2025 through 2029 and convert to common stock on a one-for-one basis.

Insights

Equity compensation analyst

CEO Odell’s Form 4 shows routine RSU vesting and share delivery, not an open-market trade.

The filing shows Richard D. Odell acquiring 161,670 common shares through the exercise of restricted stock units on May 13, 2026. The transaction code M and zero exercise price indicate a conversion of equity awards, not a market purchase or sale.

These shares stem from a grant of 808,355 restricted stock units awarded on May 13, 2024, vesting in equal annual installments from 2025 to 2029 and converting one-for-one into common stock. After this vesting event, Odell holds 997,842 common shares and 485,015 remaining restricted stock units, underscoring that this is a compensation-related increase in ownership rather than a disposition.

Insider Trade Summary

Net Buyer: 161,670 shares

Net Buy 2 txns

Insider ODELL RICHARD D

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	161,670	$0.00	$0.00
Exercise	Common Stock	161,670	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 485,015 shares (Direct); Common Stock — 997,842 shares (Direct)

Footnotes (1)

1. F1. On May 13, 2024, the Reporting Person was awarded 808,355 restricted stock units that vest in equal installments on each of May 13, 2025, 2026, 2027, 2028, and 2029. These restricted stock units convert into common stock on a one-for-one basis.

Key Figures

RSUs exercised into common stock: 161,670 shares Exercise price per share: $0.00 per share Common shares held after transaction: 997,842 shares +2 more

5 metrics

RSUs exercised into common stock 161,670 shares Restricted stock units converted on May 13, 2026

Exercise price per share $0.00 per share Conversion of restricted stock units to common stock

Common shares held after transaction 997,842 shares Direct ownership following May 13, 2026 RSU conversion

Remaining restricted stock units 485,015 units Unvested or unconverted RSUs after the transaction

Original RSU grant size 808,355 units Awarded on May 13, 2024, vesting annually 2025–2029

Key Terms

Restricted Stock Units, vest, convert into common stock, derivative security

4 terms

Restricted Stock Units financial

"On May 13, 2024, the Reporting Person was awarded 808,355 restricted stock units that vest..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vest financial

"808,355 restricted stock units that vest in equal installments on each of May 13, 2025, 2026..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

convert into common stock financial

"These restricted stock units convert into common stock on a one-for-one basis."

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 06:54 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ODELL RICHARD D

(Last) (First) (Middle)

12276 SAN JOSE BLVD.

SUITE 426

(Street)

JACKSONVILLE FLORIDA 32223

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Proficient Auto Logistics, Inc [ PAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2026		M		161,670	A	$0.00	997,842	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/13/2026		M			161,670	(1)	(1)	Common Stock	161,670	$0.00	485,015	D

Explanation of Responses:

1. On May 13, 2024, the Reporting Person was awarded 808,355 restricted stock units that vest in equal installments on each of May 13, 2025, 2026, 2027, 2028, and 2029. These restricted stock units convert into common stock on a one-for-one basis.

	/s/ Bradley J. Wright, as attorney-in-fact	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)