PAL director gets 208,866 heldback shares released

Proficient Auto Logistics director John Skiadas reported an internal share adjustment related to a past acquisition.

Rhea-AI Filing Summary

Proficient Auto Logistics director John Skiadas reported an internal share adjustment related to a past acquisition. On May 13, 2025, 208,866 shares of common stock that had been held back under the stock purchase agreement for the Delta Automotive Services acquisition were released to him for no additional consideration. Following this release, he directly holds 2,061,463 common shares. This reflects completion of a contractual holdback rather than an open‑market purchase or sale.

Insider Trade Summary

Other: 208,866 shares

Other 1 txn

Insider Skiadas John

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	208,866	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,061,463 shares (Direct)

Footnotes (1)

1. F1. On May 13, 2025, 208,866 shares of the Issuer's common stock that were previously subject to a holdback pursuant to the terms of the stock purchase agreement (the "SPA") entered into in connection with the Issuer's acquisition of Delta Automotive Services, Inc. ("Delta"), previously owned by the Reporting Person, were released to the Reporting Person. Under the SPA, the heldback shares would be released for no additional consideration, subject to the cancellation of such shares in connection with the satisfaction of any indemnification obligations under the SPA.

Key Figures

Heldback shares released: 208,866 shares Post-transaction holdings: 2,061,463 shares Transaction price per share: $0.00 per share +1 more

4 metrics

Heldback shares released 208,866 shares Common stock released on May 13, 2025 under SPA holdback

Post-transaction holdings 2,061,463 shares Common stock directly held after May 13, 2025 transaction

Transaction price per share $0.00 per share Release of heldback shares for no additional consideration

Restructuring shares 208,866 shares Classified as restructuring (code J, other acquisition or disposition)

Key Terms

stock purchase agreement, holdback, indemnification obligations, other acquisition or disposition

4 terms

stock purchase agreement financial

"subject to a holdback pursuant to the terms of the stock purchase agreement"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

holdback financial

"208,866 shares of the Issuer's common stock that were previously subject to a holdback"

indemnification obligations financial

"subject to the cancellation of such shares in connection with the satisfaction of any indemnification obligations under the SPA"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

other acquisition or disposition financial

"transaction_code_description: "Other acquisition or disposition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Proficient Auto Logistics (PAL) director John Skiadas report on this Form 4?

He reported the release of 208,866 heldback common shares. These shares were previously subject to a stock purchase agreement from the Delta Automotive Services acquisition and became fully his without any additional payment.

Why were 208,866 Proficient Auto Logistics (PAL) shares held back for John Skiadas?

The shares were held back under a stock purchase agreement tied to Proficient Auto Logistics’ acquisition of Delta Automotive Services. They were subject to potential cancellation to satisfy any indemnification obligations under that agreement before being released.

Did John Skiadas pay anything for the 208,866 Proficient Auto Logistics (PAL) shares released?

No, the filing states the heldback shares were released for no additional consideration. They were previously owned by him and became fully his once the holdback conditions under the stock purchase agreement were satisfied or expired.

How many Proficient Auto Logistics (PAL) shares does John Skiadas own after this transaction?

After the release of the 208,866 heldback shares, he directly owns 2,061,463 common shares. This total reflects his post‑transaction holdings reported in the Form 4 and includes the shares previously subject to the holdback.

Was this Proficient Auto Logistics (PAL) Form 4 an open‑market trade?

No, the transaction is coded as “J” for other acquisition or disposition. It reflects contractual release of previously heldback shares under a stock purchase agreement, not a market purchase or sale of Proficient Auto Logistics stock.

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

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Accepted by SEC EDGAR 03/30/2026 - 05:34 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^*

Skiadas John

(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)
05/13/2025

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	05/13/2025		J(1)		208,866	A	$0.00	2,061,463	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. On May 13, 2025, 208,866 shares of the Issuer's common stock that were previously subject to a holdback pursuant to the terms of the stock purchase agreement (the "SPA") entered into in connection with the Issuer's acquisition of Delta Automotive Services, Inc. ("Delta"), previously owned by the Reporting Person, were released to the Reporting Person. Under the SPA, the heldback shares would be released for no additional consideration, subject to the cancellation of such shares in connection with the satisfaction of any indemnification obligations under the SPA.

	/s/ Bradley J. Wright, as attorney-in-fact	03/30/2026
	** 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)