Form 8-K

8-K — Proficient Auto Logistics, Inc

Accession: 0001213900-26-089491

Filed: 2026-08-14

Period: 2026-08-13

CIK: 0001998768

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0301906-8k_proficient.htm (Primary)

EX-99.1 — PRESS RELEASE OF PROFICIENT AUTO LOGISTICS, INC., DATED AUGUST 11, 2026, ANNOUNCING THE PRICING OF THE OFFERING OF THE COMPANY'S CONVERTIBLE SENIOR NOTES DUE 2033 (ea030190601ex99-1.htm)

EX-99.2 — PRESS RELEASE OF PROFICIENT AUTO LOGISTICS, INC., DATED AUGUST 14, 2026, ANNOUNCING THE COMPLETION OF THE ACQUISITION OF HANSEN & ADKINS AUTO TRANSPORT (ea030190601ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-08-13

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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 13, 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

Convertible Note Subscription

Agreements

August 13, 2026, Proficient Auto Logistics, Inc. (the “Company”) completed its previously announced private offering of

$75.0 million aggregate principal amount of 5.500% convertible senior notes due 2033 (the “notes”) 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 notes were sold under subscription agreements entered into by the Company

as of August 10, 2026 with certain investors (collectively, the “investors”).

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 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.

Indenture and Notes

The notes were issued pursuant

to the Indenture, dated as of August 13, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National

Association, as trustee (“Trustee”). The notes are the senior, unsecured obligations of the Company and will accrue interest

at a rate of 5.500% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027.

The notes will mature on August 15, 2033, unless earlier purchased, redeemed or converted.

Holders may surrender their

notes for conversion at any time prior to the close of business on the business day immediately preceding May 15, 2033 only upon satisfaction

of one or more of the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December

31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20

trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the calendar

quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the notes

in effect on each applicable trading day; (2) during the five consecutive business-day period following any ten consecutive trading-day

period in which the trading price per $1,000 principal amount of the notes for each such trading day is less than 98% of the last reported

sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) upon the occurrence

of specified corporate events described in the Indenture; or (4) if the Company calls any or all of the notes for redemption, at any time

prior to the close of business on the second business day immediately preceding the redemption date. On or after May 15, 2033, until the

close of business on the second scheduled trading day immediately preceding the maturity date, holders may surrender their notes for conversion

at any time, regardless of whether any of the foregoing conditions are satisfied. Upon conversion, the Company will settle conversions

by paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of common stock, at

the Company’s election, as described in the Indenture.

The initial conversion rate

for the notes is 153.7870 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial

conversion price of approximately $6.50 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence

of certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur

prior to the maturity date or in connection with any redemption of all or a portion of the notes prior to the maturity date, the Company

will increase the conversion rate for a holder who elects to convert its notes in connection with a corporate event or during the related

redemption period in certain circumstances described in the Indenture.

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 are 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 Indenture contains customary

terms and covenants and events of default. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee

or the holders of at least 25% in principal amount of the then outstanding notes may declare by written notice 100% of the principal of

and accrued and unpaid interest, if any, on all the notes to be due and payable.

The foregoing description

of the Indenture and the form of note does not purport to be complete and is qualified in its entirety by reference to the full text of

the Indenture, 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, and the form of note, which is an exhibit to the Indenture.

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.

Capped Call Transactions

connection with the pricing of the notes, the Company entered into privately negotiated capped call transactions (the “capped call

transactions”) with certain financial institutions (the “option counterparties”). The capped call transactions cover,

initially, the number of shares of the Company’s common stock underlying the notes, subject to anti-dilution adjustments substantially

similar to those applicable to the notes. The Company used approximately $9.2 million of the net proceeds from the notes to pay the cost

of the capped call transactions.

The capped call transactions

generally are expected 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 converted notes, as the case may be,

with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. The cap price of the capped

call transactions initially will be $8.93 per share of the Company’s common stock, which represents a premium of 75% over the last

reported sale price of $5.10 on the Nasdaq exchange on August 11, 2026, and is subject to certain adjustments under the terms

of the capped call transactions. Unless terminated early or extended, the capped call transactions are expected to expire over a period

of 60 trading days beginning on May 18, 2033.

The

capped call transactions are separate transactions, in each case, entered into by the Company with the option counterparties, and are

not part of the terms of the notes and will not affect any holder’s rights under the notes. Holders of the notes will not have any

rights with respect to the capped call transactions.

The summary of the foregoing

transactions is qualified in its entirety by reference to the text of the capped call confirmation, the form of 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.

Item 2.01 Completion

of Acquisition or Disposition of Assets.

August 13, 2026, Proficient Services, Inc. (the “Buyer”), a wholly owned subsidiary of the Company, completed its previously

announced acquisition of Hansen & Adkins Auto Transport (“H&A”) pursuant to that certain Equity Purchase Agreement

(the “Purchase Agreement”), dated August 10, 2026, by and between Proficient Services, Inc., a wholly owned subsidiary of

the Company and 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 (“Mr. 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 (collectively, the “Sellers”).

Pursuant

to the terms of the Purchase Agreement, at the effective time of the acquisition, the Buyer paid an upfront purchase price of approximately

$130 million, including assumed debt of approximately $75 million. Of the approximately $55 million remaining, 421,354 shares of common

stock of the Company were issued to Mr. Hansen (the “Acquisition Shares”) and approximately $52 million was paid in cash (subject

to customary post-closing adjustments (each as set forth in the Purchase Agreement)). The terms of the Purchase Agreement 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

to Mr. Hansen (the “Earnout Consideration”) with the remainder payable in cash. The cash consideration was funded by available

cash resources and borrowings under the Company’s credit facilities.

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.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered

Sales of Securities Convertible or Exercisable into Equity Securities.

The

information set forth in Items 1.01 and 2.01, to the extent required by Item 3.02, is incorporated by reference into this Item 3.02 by

reference.

The

Company offered and sold the notes to the investors in reliance on the exemption from registration provided by Section 4(a)(2) of

the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the investors in

the Subscription Agreements. The shares of common stock issuable upon conversion of the notes, if any, have not been registered under

the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration

requirements.

The

offer and sale of the Acquisition Shares pursuant to the Purchase Agreement were made in reliance on the exemption afforded by Section

4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Acquisition Shares

were not registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent

registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The issuance and

sale of the Acquisition Shares did not involve a public offering and were made without general solicitation or general advertising.

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 or other

securities of the Company.

Item 7.01. Regulation FD Disclosure.

August 14, 2026, the Company issued a press release announcing the completion of the acquisition of H&A. A copy of the press release

is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

The

information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange

Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

August 12, 2026, the Company issued a press release announcing the pricing of the offering of the notes. As required by Rule 135c under

the Securities Act, a copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1

Press release of Proficient Auto Logistics, Inc., dated August 11, 2026, announcing the pricing of the offering of the Company’s convertible senior notes due 2033.

99.2

Press release of Proficient Auto Logistics, Inc., dated August 14, 2026, announcing the completion of the acquisition of Hansen & Adkins Auto Transport.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 14, 2026

Proficient Auto Logistics, Inc.

By:

/s/ Brad Wright

Brad Wright

Chief Financial Officer and Secretary

EX-99.1 — PRESS RELEASE OF PROFICIENT AUTO LOGISTICS, INC., DATED AUGUST 11, 2026, ANNOUNCING THE PRICING OF THE OFFERING OF THE COMPANY'S CONVERTIBLE SENIOR NOTES DUE 2033

EX-99.1

Filename: ea030190601ex99-1.htm · Sequence: 2

Exhibit 99.1

PROFICIENT

AUTO LOGISTICS ANNOUNCES

PRICING

OF $75 MILLION CONVERTIBLE BOND OFFERiNG

JACKSONVILLE, FLORIDA – August 11, 2026 – Proficient

Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”), a leading provider of auto transportation

and logistics services, today announced the pricing of its previously announced offering 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) of 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

accrue interest at a rate of 5.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on

February 15, 2027. The notes will mature on August 15, 2033, unless earlier repurchased, redeemed or converted. Before May 15, 2033, noteholders

will have the right to convert their notes only upon the occurrence of certain events. From and after May 15, 2033, noteholders may convert

their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity

date. Proficient will settle conversions by paying or delivering, as applicable, cash, shares of Proficient common stock or a combination

of cash and shares of Proficient common stock, at Proficient’s election. The initial conversion ratio is 153.7870 common shares

per $1,000 principal amount of notes, which represents an initial conversion price of approximately $6.50 per common share. The initial

conversion price represents a premium of approximately 27.50% over the last reported sale price of $5.10 per common share on August 11,

2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

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 estimates that the net proceeds from the offering will be

approximately $71.4 million, after deducting Proficient’s estimated offering expenses. Proficient intends to use the net proceeds

from the offering to refinance outstanding indebtedness and to pay the premiums with respect to the capped call transactions described

below.

In connection with the pricing of the notes, Proficient entered into

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. The cap price of the capped call transactions

will initially be $8.93 per share, and is subject to certain adjustments under the terms of the capped call transactions. Unless terminated

early or extended, the capped call transactions are expected to expire over a period of trading days beginning on May 18, 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 18, 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.

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. 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 proposed transaction 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.

EX-99.2 — PRESS RELEASE OF PROFICIENT AUTO LOGISTICS, INC., DATED AUGUST 14, 2026, ANNOUNCING THE COMPLETION OF THE ACQUISITION OF HANSEN & ADKINS AUTO TRANSPORT

EX-99.2

Filename: ea030190601ex99-2.htm · Sequence: 3

Exhibit 99.2

Proficient

Auto Logistics Completes Acquisition of Hansen & Adkins

JACKSONVILLE, FLORIDA – August 14, 2026

– Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”), a leading provider of

auto transportation and logistics services, announced the completion of its previously announced transaction to acquire Hansen &

Adkins (“H&A”) as of August 13th, consistent with the timing and transaction terms disclosed in the Company's

prior announcements.

“We are encouraged by the enthusiasm and

response to the acquisition in our interactions with Hansen & Adkins’ leaders and employees, our broader employee and driver

population, customers, and investors,” shared Amy Rice, Proficient’s President and Chief Operating Officer. “We now

turn our attention to realizing early opportunities for efficiency in the operation and combined shop footprint to enhance service and

capacity for customers, bringing our teams together, and partnering through integration milestones over the next six months to capture

the transformational potential in this combination.”

The combined enterprise is now the largest auto

hauler in the North American market, with a robust portfolio across automotive OEMs, transporting roughly one quarter of the addressable

new vehicle transportation market. On a go-forward basis, Proficient expects to move more than four million vehicles annually and with

a larger company-owned fleet of assets and safe, high-quality drivers, the Company expects its segment mix of company deliveries, when

compared to subhauler deliveries, to be closer to half of the portfolio. Additional density in the network footprint will allow for enhanced

capacity, improved utilization and reduction of empty miles, as well as scale benefits in supporting infrastructure and resources. At

a time in the industry when auto haul capacity has compressed due to regulatory and economic factors, this combination augments the Company’s

core capabilities and value proposition.

Integration of the acquisition is expected to

be complete in early 2027, though the Hansen & Adkins name and brand will remain in place as the largest operating company under the

Proficient umbrella, continuing to operate as Hansen & Adkins in the United States and as MCL McGill in Canada. Founders Steve Hansen

and Louie Adkins will remain as advisors through year-end to support the transition.

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.