PAL 8-K
Proficient Auto Logistics, Inc (PAL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
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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.
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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.
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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.
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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 | ||
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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.
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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: [email protected]
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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.
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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 | ||||||||||||
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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.
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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.
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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: [email protected]
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.
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