Proficient Auto Logistics (PAL) director granted 10,295 RSUs and converts 9,135 into shares

Rhea-AI Filing Summary

Proficient Auto Logistics director Charles A. Alutto reported equity compensation activity involving restricted stock units (RSUs) and common shares. On May 7, 2026, he received 10,295 RSUs that convert into common stock on a one-for-one basis and vest at the issuer's 2027 annual stockholder meeting.

On May 6, 2026, 9,135 previously granted RSUs vested and were exercised into 9,135 shares of common stock. Following these transactions, Alutto directly holds 52,385 shares of common stock and 10,295 RSUs. The filing shows only grants and exercises, with no open-market purchases or sales.

Insights

Equity compensation analyst

Routine director equity compensation via RSU grant and vesting, with no share sales.

Director Charles A. Alutto received 10,295 new restricted stock units (RSUs) on May 7, 2026, which will vest at the company’s 2027 annual stockholder meeting. RSUs are stock-based awards that convert into common shares when vesting conditions are met.

The filing also records the vesting and exercise of 9,135 RSUs granted on May 13, 2025, which became 9,135 common shares on May 6, 2026. After these events, Alutto holds 52,385 common shares and 10,295 RSUs directly. With no open‑market sales or tax-withholding dispositions disclosed, this appears to be routine compensation rather than a directional bet on the stock.

Insider Trade Summary

9,135 shares exercised/converted

Mixed 3 txns

Insider ALUTTO CHARLES A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	10,295	$0.00	--
Exercise	Restricted Stock Units	9,135	$0.00	--
Exercise	Common Stock	9,135	$0.00	--

Holdings After Transaction: Restricted Stock Units — 10,295 shares (Direct, null); Common Stock — 52,385 shares (Direct, null)

Footnotes (1)

1. On May 13, 2025, the Reporting Person was granted 9,135 restricted stock units that vested on May 6, 2026. These restricted stock units convert into common stock on a one-for-one basis. Represents restricted stock units that vest on the date of the Issuer's 2027 annual meeting of stockholders. These restricted stock units convert into common stock on a one-for-one basis.

Key Figures

New RSU grant: 10,295 RSUs Vested RSUs exercised: 9,135 RSUs Common shares held: 52,385 shares +1 more

4 metrics

New RSU grant 10,295 RSUs Granted May 7, 2026, converting one-for-one into common stock

Vested RSUs exercised 9,135 RSUs Granted May 13, 2025; vested and converted May 6, 2026

Common shares held 52,385 shares Direct ownership after May 6, 2026 transactions

RSUs outstanding 10,295 RSUs Remain unvested, scheduled to vest at 2027 annual meeting

Key Terms

Restricted Stock Units, derivative security, vest, annual meeting of stockholders

4 terms

Restricted Stock Units financial

"On May 7, 2026, he received 10,295 restricted stock units that convert into common stock."

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.

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.

vest financial

"these restricted stock units vest on the date of the Issuer's 2027 annual meeting of stockholders"

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.

annual meeting of stockholders regulatory

"RSUs vest on the date of the Issuer's 2027 annual meeting of stockholders"

Form 4 Insider Transactions: What Each Field Means →

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^*

ALUTTO CHARLES A

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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	05/06/2026		M		9,135	A	$0.00	52,385	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)	05/06/2026		M			9,135	(1)	(1)	Common Stock	9,135	$0.00	0	D
Restricted Stock Units	(2)	05/07/2026		A		10,295		(2)	(2)	Common Stock	10,295	$0.00	10,295	D

Explanation of Responses:

1. On May 13, 2025, the Reporting Person was granted 9,135 restricted stock units that vested on May 6, 2026. These restricted stock units convert into common stock on a one-for-one basis.

2. Represents restricted stock units that vest on the date of the Issuer's 2027 annual meeting of stockholders. 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)

FAQ

What did Proficient Auto Logistics (PAL) director Charles Alutto report in this Form 4?

Director Charles A. Alutto reported routine equity compensation activity: a grant of 10,295 restricted stock units and the vesting and conversion of 9,135 RSUs into common shares, with no open-market share purchases or sales disclosed in the filing.

How many restricted stock units did PAL grant to Charles Alutto and when do they vest?

Alutto received 10,295 restricted stock units on May 7, 2026. According to the disclosure, these RSUs vest on the date of Proficient Auto Logistics’ 2027 annual meeting of stockholders, then convert into common stock on a one-for-one basis upon vesting.

What RSU vesting and exercises did PAL director Charles Alutto report?

The filing shows 9,135 restricted stock units granted on May 13, 2025 vested on May 6, 2026. Those RSUs were exercised and converted into 9,135 shares of Proficient Auto Logistics common stock, reflecting a standard RSU vesting and settlement event for a company director.

How many Proficient Auto Logistics shares does Charles Alutto hold after these transactions?

After the reported transactions, Alutto directly owns 52,385 shares of Proficient Auto Logistics common stock. He also holds 10,295 restricted stock units that will convert into an equal number of common shares if and when they vest at the 2027 annual stockholder meeting.

Does the PAL Form 4 show Charles Alutto selling any common stock?

No stock sales are reported. The Form 4 shows a grant of 10,295 restricted stock units and the vesting and conversion of 9,135 RSUs into common shares. There are no open-market purchase or sale codes or tax-withholding dispositions disclosed in the transactions.

What is the significance of the RSUs converting into PAL common stock on a one-for-one basis?

A one-for-one basis means each restricted stock unit becomes one share of common stock upon vesting. For Alutto, 10,295 RSUs can ultimately become 10,295 shares if vesting conditions are satisfied, directly aligning his potential future holdings with Proficient Auto Logistics’ stock performance.