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false 0001998768 0001998768 2026-08-10 2026-08-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 10, 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

 

Equity Purchase Agreement

 

On August 10, 2026, Proficient Services, Inc. (the “Buyer”), a wholly owned subsidiary of Proficient Auto Logistics, Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with 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, 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, pursuant to which the Company will acquire (the “Transaction”) Hansen & Adkins Auto Transport (“H&A”).

 

Pursuant to the terms of the Purchase Agreement, the Buyer has agreed to pay an upfront purchase price of approximately $130 million, including assumed debt of approximately $75 million. Of the approximately $55 million remaining, approximately $3 million will be paid in common stock, par value $0.01 per share, of the Company (the “Common Stock”) and approximately $52 million will be paid in cash. The terms of the Transaction 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 with the remainder payable in cash, based on achievement of near-term EBITDA targets, as set forth in the Purchase Agreement. The purchase price is subject to customary post-closing adjustments. The Company plans to fund the cash consideration for the Transaction with available cash resources and borrowings under the Company’s credit facilities.

 

The Purchase Agreement contains a number of representations and warranties made by the Company and the sellers as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Purchase Agreement, which in certain cases are subject to specified exceptions and materiality, knowledge and other qualifications contained in the Purchase Agreement or in information provided pursuant to certain disclosure schedules to the Purchase Agreement. The Purchase Agreement also contains certain customary covenants for transactions of this type by the Company and the sellers. The Buyer has obtained a buyer-side representation and warranties insurance policy in respect of the Purchase Agreement.

 

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.

 

Convertible Note Subscription Agreements

 

On August 10, 2026, the Company entered into subscription agreements with certain investors to provide for the issuance 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) under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms and conditions of the Subscription Agreements, the Company expects the notes to be issued on August 13, 2026.

 

- 1 -

 

 

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 notes will be senior, unsecured obligations of the Company and will mature on August 15, 2033, unless earlier repurchased, redeemed or converted.

 

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 will be 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 Company intends to use the net proceeds from the offering to refinance outstanding indebtedness and to pay the premiums in respect of the capped call transactions described below.

 

In connection with the pricing of the notes, the Company expects to enter into one or more privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped call transactions are expected generally 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 such converted notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. Unless terminated early or extended, the capped call transactions are expected to expire over a period of 60 trading days beginning on May 17, 2033.

 

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.

 

- 2 -

 

 

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, the notes or other securities of the Company.

 

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.

 

The Company expects to file the indenture governing the notes as an exhibit to a subsequent Current Report on Form 8-K after issuance. 

 

Item 2.02 Results of Operations and Financial Condition

 

On August 10, 2026, the Company issued a press release reporting its financial results for the three months ended June 30, 2026 and certain other information. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.

 

The Company will host an investor conference call and webcast at 5:00 p.m. Eastern Time on August 10, 2026 to discuss its operations and financial results. The Company invites investors to join the investor conference call by registering through this link: https://register-conf.media-server.com/register/BIdc1702f4dd57497ebad367c5a6615afb. Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/3mqhd9aj.

 

The information in this Item 2.02 and the attached exhibit are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

- 3 -

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  Description
99.1   Press release of Proficient Auto Logistics, Inc., dated August 10, 2026, reporting financial results for the second quarter ended June 30, 2026
99.2   Press release of Proficient Auto Logistics, Inc., dated August 10, 2026, announcing the acquisition of Hansen & Adkins Auto Transport and the commencement of the offering of the Company’s convertible senior notes due 2033
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Forward-Looking Statements

 

This Current Report on Form 8-K 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 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 H&A acquisition 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 the Company 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 Current Report on Form 8-K 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.

 

- 4 -

 

 

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 10, 2026.

 

  Proficient Auto Logistics, Inc.
     
  By

/s/ Brad Wright

    Brad Wright
    Chief Financial Officer and Secretary

 

- 5 -

 

EX-99.1 2 ea030131501ex99-1.htm PRESS RELEASE OF PROFICIENT AUTO LOGISTICS, INC., DATED AUGUST 10, 2026, REPORTING FINANCIAL RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2026

Exhibit 99.1

 

PROFICIENT AUTO LOGISTICS REPORTS

Second quarter 2026 FINANCIAL RESULTS

 

JACKSONVILLE, FLORIDA – August 10, 2026 — Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”) today reported its financial results for the three months ended June 30, 2026.

 

Second Quarter 2026 Summary

 

Total Operating Revenue of $109.4 million, decreased (5.3%) from Q2 2025

 

Total Operating Income (Loss) of ($3.2) million, versus $0.1 million in Q2 2025

 

Adjusted Operating Income(1) of $0.5 million, versus $3.8 million in Q2 2025

 

Adjusted Operating Ratio(1) of 99.5% compared to 96.7% in Q2 2025

 

Total Units delivered of 580,962, a decrease of 8.0% from Q2 2025

 

Rick O’Dell, Proficient’s Chief Executive Officer, commented, “We believe the auto haul industry is at an inflection point. Regulatory pressures, rising operating costs, and the need to attract and retain drivers are reshaping transportation economics and tightening industry capacity. In the second quarter, higher fuel, equipment, and driver-related costs increased expenses, and while our discussions with customers are progressing constructively, pricing actions generally lagged cost inflation. As rate adjustments began to take effect, margins improved each month, strengthening our margin profile exiting the quarter. As a leading asset-based provider, we continue working closely with customers to support OEM supply chains and navigate these evolving market dynamics.”

 

The Company is providing the below summary unaudited financial information for the three and six months ended June 30, 2026 and 2025. Please refer to footnote 1 in the table for a description of periods included for more recently acquired entities.

 

(1) Adjusted Operating Income and Adjusted Operating Ratio are non-GAAP financial measures. See “Summary Unaudited Financial Information” on the following pages for additional information regarding the use of Adjusted Operating Income and Adjusted Operating Ratio and a reconciliation to the most comparable GAAP measure.

 

Summary Unaudited Financial Information (1)

 

($000s)

    Three months ended       Six months ended  
      6/30/2026       6/30/2025       6/30/2026       6/30/2025  
Total Operating Revenue   $ 109,400     $ 115,547     $ 203,089     $ 210,753  
                                 
Total Operating (Loss) Income     (3,235 )     125       (10,170 )     (2,237 )
                                 
Addback:                                
Amortization of Intangibles     2,415       2,455       4,830       4,870  
Stock Compensation expense     1,346       1,221       2,698       2,405  
Adjusted Operating Income (Loss) (2)     526       3,801       (2,642 )     5,037  
                                 
Adjusted Operating Ratio (2)     99.5 %     96.7 %     101.3 %     97.6 %
                                 
Loss before income taxes     (4,710 )     (1,882 )     (13,008 )     (5,776 )
                                 
Addback:                                
Depreciation & Amortization     9,586       10,102       19,608       19,006  
Stock Compensation Expense     1,346       1,221       2,698       2,404  
Interest Expense     1,432       1,838       2,829       3,409  
Adjusted EBITDA (3)     7,654       11,279       12,127       19,043  
                                 
Adjusted EBITDA Margin (3)     7.0 %     9.8 %     6.0 %     9.0 %

 

(1) The amounts shown reflect the unaudited summary financial results for the full three- and six-month periods presented. Amounts related to Brothers Auto Transport, LLC (“Brothers”) are included only since the April 1, 2025, date of acquisition.

 

 

 

(2) Our management team reviews Adjusted Operating Income and the related Adjusted Operating Ratio, both of which are non-GAAP financial measures, as a basis for comparing the results of financial reporting periods excluding the impact of non-cash expenses related to stock-based compensation expense, amortization of intangibles, and other non-recurring items that management does not consider indicative of ongoing operating performance. These measures provide management with insight regarding progress on operating and integration initiatives. The table above provides a reconciliation of Adjusted Operating Income to Total Operating (Loss) Income, the most comparable GAAP measure, and Adjusted Operating Ratio flows from that.

 

(3) Our management team reviews Adjusted EBITDA and Adjusted EBITDA Margin, both of which are non-GAAP financial measures, to measure the operating performance and financial condition of our business and to make strategic decisions. See the Appendix for additional information regarding the use of Adjusted EBITDA. The table above provides a reconciliation of Adjusted EBITDA to (Loss) Income before income taxes, the most comparable GAAP measure, and Adjusted EBITDA Margin flows from that.

 

Revenue and Profitability (1)

 

    Three months ended     Six months ended  
Select Operating Metrics   6/30/2026     6/30/2025     % Chg     6/30/2026     6/30/2025     % Chg  
Unit Volume - Company Deliveries     204,778       220,578       (7.2 )%     391,895       384,332       2.0 %
Revenue / Unit - Company Deliveries     179.17       178.82       0.2 %     180.57       181.62       (0.6 )%
                                                 
Unit Volume - Subhaulers     376,184       410,848       (8.4 )%     690,917       741,603       (6.8 )%
Revenue / Unit - Subhaulers     157.70       166.50       (5.3 )%     161.30       169.47       (4.8 )%
                                                 
Percent Revenue, Company Deliveries     38 %     37 %             39 %     36 %        
Percent Revenue, Subhaulers     62 %     63 %             61 %     64 %        

 

(1) Amounts related to Brothers are included only since the April 1, 2025, date of acquisition.

 

Second quarter revenue decreased $6.1 million, or 5.3%, compared to the same quarter of 2025, while total unit deliveries were down 8.0% versus the same period of 2025, as higher fuel surcharge recoveries partially offset lower volumes. While second quarter industry seasonally adjusted annual rate (SAAR) trends improved sequentially and were down less than 1% versus the comparable period of 2025, Proficient’s unit delivery volumes were constrained by reduced available capacity following market exits driven by several quarters of sub-seasonal demand and rate pressure that impacted compensation.

 

Adjusted Operating Ratio of 99.5% in the second quarter compared to 96.7% in Q2 2025, reflecting the impact of cost inflation and capacity limitations, which kept revenue near fixed-cost coverage levels. In addition, claims expense, a portion of which is self-insured, was also higher than expected during the quarter.

 

Balance Sheet

 

The Company ended the second quarter with $8.1 million of cash and $70.4 million of debt (inclusive of $6.7 million drawn against its line of credit). The resulting net debt of approximately $62.3 million as of June 30, 2026, equates to a net leverage ratio of 2.1x when compared to Adjusted EBITDA of $30.3 million for the trailing twelve months.

 

On March 2, 2026, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $15 million of its common stock. The repurchase program authorizes the Company to purchase its common stock from time to time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions. As of the end of the second quarter, we have repurchased 82,877 shares of common stock at an average price of $6.25.

 

2

 

 

Hansen & Adkins and Convertible Note Offering Press Release

 

In a separate press release, Proficient today announced that it had entered into a definitive agreement to acquire Hansen & Adkins, which is accessible on the Investor Relations section of the Company’s website at https://ir.proficientautologistics.com/.

 

That press release also announced that Proficient plans to offer $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) under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the offering will be used to refinance outstanding indebtedness and to pay the premiums in respect of capped call transactions to be entered into in connection with the issuance 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.

 

Conference Call and Webcast

 

The Company will host an investor conference call and webcast today at 5:00 p.m. EDT to discuss the acquisition and second quarter 2026 results. Investors are invited to join the conference call by registering through this link: https://register-conf.media-server.com/register/BIdc1702f4dd57497ebad367c5a6615afb. Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/3mqhd9aj. The accompanying presentation materials can be accessed through the Investor Relations section of the Company's website at https://ir.proficientautologistics.com/.

 

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

 

3

 

 

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 H&A acquisition 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.

 

Appendix

 

Non-GAAP Financial Measures

 

We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Ratio, provide useful information in measuring operating performance, generating future operating plans and making strategic decisions regarding allocation of capital. Management believes this information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-cash and non-recurring items.

 

4

 

 

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Ratio do not have a standardized meaning prescribed by GAAP and therefore it may not be comparable to similarly titled measures presented by other companies, and it should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

 

EBITDA is defined as net income (loss) for the period adjusted for interest expense, income tax expense (benefit) and depreciation expense and intangible amortization expense.

 

Adjusted EBITDA is defined as net income (loss) for the period adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization expense, stock compensation expense and any non-recurring items that management does not consider indicative of ongoing operating performance, including restructuring charges of $1.2 million recorded during the third quarter of 2025 and non-cash goodwill impairment of $27.8 million recorded during the fourth quarter of 2025.

 

Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of operating revenue.

 

Operating income is calculated as total operating revenue less total operating expenses.

 

Adjusted operating income is calculated as total operating revenue less total operating expenses adjusted to exclude amortization of intangibles, stock compensation expense, and non-recurring items that management does not consider indicative of ongoing operating performance, including restructuring charges of $1.2 million recorded during the third quarter of 2025 and non-cash goodwill impairment of $27.8 million recorded during the fourth quarter of 2025.

 

Operating ratio is calculated as total operating expenses as a percentage of operating revenue.

 

Adjusted operating ratio is calculated as total operating expenses adjusted to exclude amortization of intangibles, stock compensation expense, and any non-recurring items that management does not consider indicative of ongoing operating performance, as a percentage of operating revenue. Adjusted items including restructuring charges of $1.2 million recorded during the third quarter of 2025.

 

Summary Unaudited Financial Information (1)

 

Trailing Twelve months ending-   6/30/2026  
($000s)      
Net (Loss) Income before income taxes   $ (50,472 )
         
Addback:        
Depreciation & Amortization     39,908  
Stock Compensation Expense     5,821  
Interest Expense     6,010  
Goodwill Impairment     27,787  
Restructuring Charge     1,243  
Adjusted EBITDA   $ 30,297  

 

(1) The amounts shown above reflect the unaudited summary financial results for the full twelve-month period presented.

 

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PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

 

   

June 30,

2026

   

December 31,

2025

 
Assets            
Current assets:            
Cash and cash equivalents   $ 8,130,738     $ 14,285,745  
Accounts receivable, less allowance for credit losses (2026 - $1,159,900; 2025 - $826,740)     53,744,352       42,188,909  
Net investment in leases, current portion     81,206       126,730  
Maintenance supplies     2,081,732       1,714,238  
Assets held for sale     606,572       28,500  
Income tax receivable     1,650,993       1,791,544  
Prepaid expenses and other current assets     6,757,045       11,261,497  
Total current assets     73,052,638       71,397,163  
Property and equipment, net of accumulated depreciation and amortization (2026 - $55,772,844;  2025 - $43,500,044)     102,912,089       115,850,061  
Operating lease right-of-use assets     11,401,032       12,633,834  
Net investment in leases, less current portion           21,781  
Deposits     5,984,457       6,124,946  
Goodwill     148,643,673       148,476,407  
Intangible assets, net (2026 - $20,318,613; 2025 - $17,615,109)     117,975,387       122,804,891  
Other long-term assets     534,121       668,426  
Total Assets   $ 460,503,397     $ 477,977,509  
                 
Liabilities, and Stockholders’ Equity                
Current liabilities:                
Accounts payable   $ 11,336,163     $ 8,305,255  
Accrued liabilities     28,593,388       33,030,001  
Finance lease liabilities, current portion           8,758  
Operating lease liabilities, current portion     2,587,294       2,249,651  
Long-term debt, current portion     19,162,469       20,303,077  
Total current liabilities     61,679,314       63,896,742  
                 
Long-term liabilities:                
Line of credit     6,700,000        
Operating lease liabilities, less current portion     9,366,749       10,689,839  
Long-term debt, less current portion     44,582,063       54,026,968  
Deferred tax liability, net     32,016,854       34,900,440  
Other long-term liabilities     2,973,049       3,073,049  
Total Liabilities     157,318,029       166,587,038  
                 
Commitments and contingencies (Note 15)                
                 
Stockholders’ Equity:                
Common stock, $0.01 par value; 50,000,000 shares authorized; 28,052,923 and 27,834,799 shares issued and outstanding as of June 30, 2026 and December 31, 2025     280,529       278,347  
Additional paid in capital     358,358,051       356,179,787  
Accumulated deficit     (55,453,212 )     (45,067,663 )
Treasury stock at cost, 0 shares as of June 30, 2026 and December 31, 2025            
Total Stockholders’ Equity     303,185,368       311,390,471  
Total Liabilities and Stockholders’ Equity   $ 460,503,397     $ 477,977,509  

 

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PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

    Three months
ended
June 30,
2026
    Three months
ended
June 30,
2025
    Six months
ended
June 30,
2026
    Six months
ended
June 30,
2025
 
Operating revenue                        
Revenue, before fuel surcharge   $ 96,015,610     $ 107,372,359     $ 182,212,564     $ 194,987,487  
Fuel surcharge and other reimbursements     11,251,586       6,802,255       16,916,037       12,230,095  
Other revenue     806,532       688,122       1,910,732       1,993,867  
Lease revenue     1,326,057       683,850       2,050,121       1,541,158  
Total operating revenue     109,399,785       115,546,586       203,089,454       210,752,607  
                                 
Operating Expenses                                
Salaries, wages and benefits     22,077,595       22,456,693       42,970,439       41,744,796  
Stock-based compensation     1,346,248       1,221,497       2,698,330       2,404,506  
Fuel and fuel taxes     8,937,810       6,779,856       15,813,808       12,845,111  
Purchased transportation     52,984,044       58,948,018       97,598,053       106,156,861  
Truck expenses     7,024,553       6,438,424       14,255,346       12,288,270  
Depreciation     7,171,239       7,646,980       14,778,246       14,135,559  
Intangible amortization     2,414,751       2,454,641       4,829,504       4,870,471  
Loss (gain) on sale of equipment     51,310       (235,095 )     41,047       (226,314 )
Insurance premiums and claims     6,091,606       5,382,512       11,378,951       10,341,191  
General, selling, and other operating expenses     4,535,660       4,327,702       8,895,315       8,429,304  
Total Operating Expenses     112,634,816       115,421,228       213,259,039       212,989,755  
Operating (loss) income     (3,235,031 )     125,358       (10,169,585 )     (2,237,148 )
Other income and expense                                
Interest expense     (1,432,046 )     (1,837,876 )     (2,829,067 )     (3,408,796 )
Acquisition costs     (23,736 )     (274,705 )     (23,736 )     (311,807 )
Other income, net     (19,089 )     105,069       14,738       181,291  
Total other expense, net     (1,474,871 )     (2,007,512 )     (2,838,065 )     (3,539,312 )
Loss before income taxes     (4,709,902 )     (1,882,154 )     (13,007,650 )     (5,776,460 )
Income tax (benefit) expense     (814,454 )     (325,321 )     (2,622,101 )     (1,027,942 )
Net loss   $ (3,895,448 )   $ (1,556,833 )   $ (10,385,549 )   $ (4,748,518 )
                                 
Loss Per Share                                
Basic & Diluted   $ (0.14 )   $ (0.06 )   $ (0.37 )   $ (0.17 )
                                 
Weighted Average Shares                                
Basic & Diluted     27,926,011       27,611,515       27,876,507       27,341,813  

 

7

 

EX-99.2 3 ea030134901ex99-2.htm PRESS RELEASE OF PROFICIENT AUTO LOGISTICS, INC., DATED AUGUST 10, 2026, ANNOUNCING THE ACQUISITION OF HANSEN & ADKINS AUTO TRANSPORT AND THE COMMENCEMENT OF THE OFFERING OF THE COMPANY'S CONVERTIBLE SENIOR NOTES DUE 2033

Exhibit 99.2

 

PROFICIENT AUTO LOGISTICS AGREES TO Acquire hansen & Adkins, Strengthening Market Leadership and Creating north America’s Largest Auto Haul Provider; ANNOUNCES launch of $75 MILLION CONVERTIBLE BOND OFFERiNG

 

JACKSONVILLE, FLORIDA – August 10, 2026 – Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”), a leading provider of auto transportation and logistics services, today announced a definitive agreement to acquire Hansen & Adkins (“H&A”), in a transaction that will create North America’s largest finished vehicle logistics platform with a network spanning the United States and Canada. The transaction is expected to close, subject to customary closing conditions, in mid-August 2026.

 

Founded in 1994 by two auto transport industry veterans, Hansen & Adkins, based in Los Alamitos, California, has a long-standing reputation for reliability and service quality, with a large, company-owned fleet and network footprint. H&A provides high-quality transport solutions for its North American portfolio of blue-chip automotive OEM customers. This transaction will enhance Proficient’s ability to invest in technology, fleet capabilities, and strategic initiatives to provide reliable core services that are critical to automotive original equipment manufacturers’ vehicle distribution networks.

 

“The combination of the two companies will create a stronger platform for sustainable long-term value creation built on proven leadership, operational discipline, and industry-leading capabilities,” shared Richard O’Dell, Proficient’s Chief Executive Officer. “The addition of Hansen & Adkins, a company highly aligned with our values, culture, and commitment to operational excellence, will establish Proficient as a stronger, more capable market leader that can invest at a scale few others can match.”

 

The transaction marks Proficient’s expansion into the Canadian market, under the brand name MCL McGill, establishing it in the fuller North American new vehicle distribution supply chain. The addition of H&A’s U.S. and Canadian businesses will more than double Proficient’s owned fleet capacity, while incorporating over 900 experienced drivers, operational, and support management personnel into Proficient’s team.

 

“After more than 30 successful years as a founder-owned business, we are thrilled to partner with Proficient to bring about our next chapter of continued success. Joining Proficient will provide our team and our customers with even greater resources to serve those who have trusted and relied upon us for decades,” stated Steve Hansen, co-founder and former owner of Hansen & Adkins. Hansen, along with Louie Adkins, will remain as advisors through year-end to support the transition. “Together, we can offer greater capacity, enhanced network flexibility, and the operational expertise to deliver vehicles safely, reliably, and efficiently at a time when asset-based capacity is vital for our industry.”

 

The acquisition of Hansen & Adkins will leverage the combination of industry-leading talent, best practices, and capabilities to enable synergies and create a stronger platform for innovation and performance. The transaction will reinforce Proficient’s position as a trusted leader in auto logistics, creating a differentiated company built on both scale and operational excellence. On a combined basis, Proficient expects to move more than four million vehicles annually across the North American automotive supply chain, including ports, plants, railheads, dealerships, rental and fleet locations, auctions, and other demand points.

 

 

 

The upfront purchase price in this transaction will be $130 million, including assumed debt of approximately $75 million. Of the approximately $55 million remaining purchase price, approximately $3 million will be paid in Proficient common stock with approximately $52 million to be paid in cash. The terms of the acquisition also provide for potential earnout payments of up to approximately $22.1 million, of which $2 million would be payable in shares of Proficient common stock with the remainder payable in cash, based on achievement of near-term EBITDA targets. Any shares issues in the transaction will be subject to a six-month lock-up from the date of issue. The cash portion of the purchase price will be paid with available cash resources and borrowings under Proficient’s credit facilities.

 

Convertible Bond Offering

 

In concert with the closing and funding of this transaction, Proficient is restructuring its debt instruments for efficiency, scalability and interest cost savings. As part of this restructuring, Proficient has announced that it plans to offer $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) under 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 mature on August 15, 2033, unless earlier repurchased, redeemed or converted.

 

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 intends to use the net proceeds from the offering to refinance outstanding indebtedness and to pay the premiums in respect of the capped call transactions described below.

 

2

 

In connection with the pricing of the notes, Proficient expects to enter into one or more 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. Unless terminated early or extended, the capped call transactions are expected to expire over a period of 60 trading days beginning on May 17, 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 17, 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.

 

Advisors

 

Raymond James acted as financial advisor to Proficient in connection with the acquisition of Hansen & Adkins and as sole placement agent in the private placement of the notes. Willkie Farr & Gallagher LLP acted as legal counsel to Proficient and Koley Jessen P.C., L.L.O. acted as legal counsel to Hansen & Adkins.

 

Proficient Second Quarter 2026 Financial Results

 

In a separate press release, Proficient today issued its earnings for its fiscal 2026 second quarter ended June 30, 2026, which is accessible on the Investor Relations section of the Company’s website at https://ir.proficientautologistics.com.

 

3

 

Conference Call and Webcast

 

The Company will host an investor conference call and webcast today at 5:00 p.m. EDT to discuss the acquisition as well as second quarter 2026 results. Investors are invited to join the conference call by registering through this link:
https://register-conf.media-server.com/register/BIdc1702f4dd57497ebad367c5a6615afb. Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/3mqhd9aj. The accompanying presentation materials can be accessed through the Investor Relations section of the Company’s website at https://ir.proficientautologistics.com.

 

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; the satisfaction of the conditions to the closing of the H&A acquisition 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.

 

4