Proficient Auto Logistics, Inc Insider Trading Activity

Proficient Auto Logistics, Inc. Chief Executive Officer Richard D. Odell reported two stock transactions.

Rhea-AI Filing Summary

Proficient Auto Logistics, Inc. Chief Executive Officer Richard D. Odell reported two stock transactions. On May 15, 2026, he sold 33,743 shares of common stock in open-market trades at a weighted average price of $5.08 per share. On May 18, 2026, he sold 27,191 shares at a weighted average price of $5.03 per share to cover tax withholding obligations tied to vesting restricted stock units. After these transactions, he directly holds 936,908 shares of Proficient Auto Logistics common stock.

Insider Trade Summary

Net Seller: 60,934 shares

Net Sell 2 txns

Insider ODELL RICHARD D

Role Chief Executive Officer

Sold 60,934 shs ($308K)

Type	Security	Shares	Price	Value
Sale	Common Stock	27,191	$5.03	$137K
Sale	Common Stock	33,743	$5.08	$171K

Holdings After Transaction: Common Stock — 936,908 shares (Direct)

Footnotes (3)

1. F1. This transaction represents shares sold to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units.
2. F2. This transaction was executed in multiple trades at prices ranging from $4.91 to $5.16, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
3. F3. This transaction was executed in multiple trades at prices ranging from $5.00 to $5.10, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

Key Figures

Total shares sold: 60,934 shares May 15 sale: 33,743 shares at $5.08/share May 18 tax-withholding sale: 27,191 shares at $5.03/share +3 more

6 metrics

Total shares sold 60,934 shares Sum of two Form 4 transactions in May 2026

May 15 sale 33,743 shares at $5.08/share Open-market sale, weighted average price

May 18 tax-withholding sale 27,191 shares at $5.03/share Sold to cover tax withholding on RSU vesting

Price range May 15 $5.00–$5.10 Multiple trades, weighted average $5.08

Price range May 18 $4.91–$5.16 Multiple trades, weighted average $5.03

Shares held after transactions 936,908 shares Direct ownership after May 18, 2026 sale

Key Terms

restricted stock units, tax withholding obligations, weighted average sale price, open-market sale

4 terms

restricted stock units financial

"the vesting and settlement of restricted stock units."

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.

tax withholding obligations financial

"shares sold to cover tax withholding obligations in connection with the vesting"

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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

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Accepted by SEC EDGAR 05/18/2026 - 05:57 PM EDT 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)
05/15/2026

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	05/15/2026		S		33,743(1)	D	$5.08(2)	964,099	D
Common Stock	05/18/2026		S		27,191(1)	D	$5.03(3)	936,908	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

Explanation of Responses:

1. This transaction represents shares sold to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units.

2. This transaction was executed in multiple trades at prices ranging from $4.91 to $5.16, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

3. This transaction was executed in multiple trades at prices ranging from $5.00 to $5.10, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

	/s/ Bradley J. Wright, as attorney-in-fact	05/18/2026
	** 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)