Form 8-K

8-K — Proficient Auto Logistics, Inc

Accession: 0001213900-26-087259

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001998768

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301315-8k_proficient.htm (Primary)

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

EX-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 (ea030134901ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0301315-8k_proficient.htm · Sequence: 1

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0001998768

2026-08-10

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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)

the Securities Exchange Act of 1934

Date

of report (date of earliest event reported): August 10,

2026

Proficient

Auto Logistics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-42035

93-1869180

(State

or other jurisdiction

of incorporation)

(Commission

file number)

(IRS

employer

identification number)

12276

San Jose Blvd., Suite

426

Jacksonville,

FL 32223

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (904)

506-7918

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of

the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.01 par value per share

PAL

Nasdaq

Global Market

Item

1.01 Entry into a Material Definitive Agreement

Equity

Purchase Agreement

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

August 10, 2026, the Company entered into subscription agreements with certain investors to provide for the issuance of $75.0 million

aggregate principal amount of convertible senior notes due 2033 (the “notes”) in a private offering (the “offering”)

to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Section

4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms and conditions of the Subscription

Agreements, the Company expects the notes to be issued on August 13, 2026.

- 1 -

The

subscription agreements contain a number of representations and warranties made by the Company and the purchasers of the notes solely

for the benefit of certain of the parties to the subscription agreements, which in certain cases are subject to specified exceptions

and materiality, knowledge and other qualifications contained in the subscription agreements. The subscription agreements also contain

certain customary covenants for transactions of this type by the Company and the purchasers of the notes.

The

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

converted.

The

notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and

from time to time, on or after August 15, 2030 and on or before the 60th scheduled trading day immediately before the maturity date,

but only if the last reported sale price per common share exceeds 130% of the conversion price for a specified period of time and certain

other conditions are satisfied. In addition, the notes will be redeemable, in whole and not in part, at the Company’s option if

(i) certain changes in tax law occur; or (ii) the principal amount of the notes outstanding is less than 10% of the aggregate principal

amount of notes initially issued, in each case, subject to certain conditions. The redemption price will be equal to the principal amount

of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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.

connection with the pricing of the notes, the Company expects to enter into one or more privately negotiated capped call transactions

with certain financial institutions (the “option counterparties”). The capped call transactions are expected generally to

reduce potential dilution to the Company’s common stock upon any conversion of the notes, and/or offset any potential cash payments

the Company is required to make in excess of the principal amount of such converted notes, as the case may be, with such reduction and/or

offset subject to a cap based on the cap price. Unless terminated early or extended, the capped call transactions are expected to expire

over a period of 60 trading days beginning on May 17, 2033.

The

Notes and the Common Stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities

Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable

exemption from such registration requirements.

- 2 -

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of

Common Stock, the notes or other securities of the Company.

The

foregoing description of the subscription agreements does not purport to be complete and is qualified in its entirety by reference to

the full text of the form of subscription agreement, which will be filed as an exhibit to an amendment to this Form 8-K or the Company’s

Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

The

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

Item

2.02 Results of Operations and Financial Condition

August 10, 2026, the Company issued a press release reporting its financial results for the three months ended June 30, 2026 and certain

other information. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.

The

Company will host an investor conference call and webcast at 5:00 p.m. Eastern Time on August 10, 2026 to discuss its operations and

financial results. The Company invites investors to join the investor conference call by registering through this link: https://register-conf.media-server.com/register/BIdc1702f4dd57497ebad367c5a6615afb.

Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast

via https://edge.media-server.com/mmc/p/3mqhd9aj.

The

information in this Item 2.02 and the attached exhibit are being furnished to the Securities and Exchange Commission and shall not be

deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company

under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set

forth by specific reference in such a filing.

- 3 -

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press

release of Proficient Auto Logistics, Inc., dated August 10, 2026, reporting financial results for the second quarter ended June

30, 2026

99.2

Press

release of Proficient Auto Logistics, Inc., dated August 10, 2026, announcing the acquisition of Hansen & Adkins Auto Transport

and the commencement of the offering of the Company’s convertible senior notes due 2033

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the

Private Securities Litigation Reform Act of 1995, which statements involve substantial risks

and uncertainties. Forward-looking statements generally relate to possible or assume future

results of our business, financial condition, results of operations, liquidity, plans and

objectives. You can generally identify forward-looking statements because they contain words

such as “may,” “will,” “should,” “expects,”

“plans,” “anticipates,” “could,” “intends,”

“target,” “projects,” “contemplates,” “believes,”

“estimates,” “predicts,” “potential” or “continue”

or the negative of these terms or other similar expressions that concern our expectations,

strategy, plans or intentions. We have based these forward-looking statements largely on

our current expectations and projections regarding future events and trends that we believe

may affect our business, financial condition and results of operations. The outcome of the

events described in these forward-looking statements is subject to risks, uncertainties and

other factors described in the section entitled “Risk Factors” in our Annual

Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 (the

“Annual Report”), and elsewhere in the Annual Report. Accordingly, you should

not rely upon forward-looking statements as predictions of future events. We cannot assure

you that the results, events and circumstances reflected in the forward-looking statements

will be achieved or occur, and actual results, events or circumstances could differ materially

from those projected in the forward-looking statements. The risks, uncertainties, and other

factors, which are described in more detail in the documents we file with the Securities

and Exchange Commission, include but are not limited to statements regarding: those related

to the offering of the notes and the use of proceeds therefrom and the capped call transactions;

the satisfaction of the conditions to the closing of the H&A acquisition in a timely

manner; expectations related to synergies, capacity, units moved, geographic footprint and

combined company performance; costs related to, and the inability to recognize the anticipated

benefits of the acquisition of H&A; risks related to the business of H&A and unexpected

liabilities that may arise in connection with the integration of H&A into our business,

including our ability to apply our procedures regarding internal controls over financial

reporting to H&A; the risk that disruptions from the acquisition will harm our business,

including current plans and operations; the diversion of management’s time and attention

from ordinary course business operations to integration of H&A; potential adverse reactions

or changes to business relationships resulting from the acquisition of H&A; the outcome

of any legal proceedings that may be instituted against the Company in connection with our

acquisition of H&A; our expectations regarding our future performance, results of operations,

and our ability to improve our leverage position and balance sheet; the economic conditions

in the global markets in which we operate; expectations and impact related to fuel price

volatility; our ability to successfully implement our business strategy, effectively respond

to changes in market dynamics and customer preferences, and achieve the anticipated benefits

and associated cost savings of such strategies and actions; our ability to recruit and retain

qualified driving associates, independent contractors and third-party auto transportation

and logistics companies; an increase in the frequency or severity of accidents or other claims;

our expectations regarding the successful implementation of our acquisitions; geopolitical

developments and additional changes in international trade policies and relations; the effect

of any international conflicts or terrorist activities, on the United States and global economies

in general, the transportation industry, or the Company in particular, and what effects these

events will have on our costs and the demand for our services; our ability to manage our

network capacity and cost structure for capital expenditures and operating expenses, and

match it to shifting and future customer volume levels; our ability to compete effectively

against current and future competitors; our ability to maintain our profitability despite

quarterly fluctuations in our results, whether due to seasonality, large cyclical events,

or other causes; our ability to adapt to and address changes to the capacity environment,

driver compensation and market pricing; our future financial and operating results; our expectations

regarding the period during which we will qualify as an emerging growth company under the JOBS

Act; and the sufficiency of our existing cash to fund our future operating expenses and capital

expenditure requirements.

The

forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made.

We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement

is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed

in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation

to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

- 4 -

Signature

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

August 10, 2026.

Proficient Auto Logistics, Inc.

/s/

Brad Wright

Chief Financial Officer

and Secretary

- 5 -

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

EX-99.1

Filename: ea030131501ex99-1.htm · Sequence: 2

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.

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.

Hansen

& Adkins and Convertible Note Offering Press Release

a separate press release, Proficient today announced that it had entered into a definitive agreement to acquire Hansen & Adkins,

which is accessible on the Investor Relations section of the Company’s website at https://ir.proficientautologistics.com/.

That

press release also announced that Proficient plans to offer $75.0 million aggregate principal amount of convertible senior notes due

2033 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional

buyers in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities

Act”). The net proceeds from the offering will be used to refinance outstanding indebtedness and to pay the premiums in respect

of capped call transactions to be entered into in connection with the issuance of the notes.

The

notes and the common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities

Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable

exemption from such registration requirements.

This

announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes or any shares of common stock potentially

issuable upon conversion of the notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer,

solicitation or sale is unlawful.

Conference

Call and Webcast

The

Company will host an investor conference call and webcast today at 5:00 p.m. EDT to discuss the acquisition and second quarter 2026 results.

Investors are invited to join the conference call by registering through this link: https://register-conf.media-server.com/register/BIdc1702f4dd57497ebad367c5a6615afb.

Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast

via https://edge.media-server.com/mmc/p/3mqhd9aj. The accompanying presentation materials can be accessed through the Investor Relations

section of the Company's website at https://ir.proficientautologistics.com/.

About

Proficient Auto Logistics

Headquartered

in Jacksonville, Florida, Proficient Auto Logistics (NASDAQ: PAL) is the leading specialized freight company focused on providing auto

transportation and logistics services. Through the combination of nine industry-leading operating companies, including four since IPO

debut May 2024, PAL operates the largest auto transportation fleet in North America, offering a broad range of services primarily focused

on transporting finished vehicles from automotive production facilities, marine ports of entry, and regional rail yards to auto dealerships

around North America. For more information, visit www.proficientautologistics.com.

Investor

Relations:

Brad

Wright

Chief

Financial Officer and Secretary

Phone:

904-506-4317

email:

Investor.relations@proautologistics.com

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

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.

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.

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

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

EX-99.2

Filename: ea030134901ex99-2.htm · Sequence: 3

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

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.

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.

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.

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

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.

Conference

Call and Webcast

The

Company will host an investor conference call and webcast today at 5:00 p.m. EDT to discuss the acquisition as well as second quarter

2026 results. Investors are invited to join the conference call by registering through this link:

https://register-conf.media-server.com/register/BIdc1702f4dd57497ebad367c5a6615afb. Once registered, investors will receive a dial-in

and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/3mqhd9aj.

The accompanying presentation materials can be accessed through the Investor Relations section of the Company’s website at https://ir.proficientautologistics.com.

About

Proficient Auto Logistics – Headquartered in Jacksonville, Florida, Proficient Auto Logistics (NASDAQ: PAL) is the leading

specialized freight company focused on providing auto transportation and logistics services. Through the combination of nine industry-leading

operating companies, including four since IPO debut May 2024, PAL operates the largest auto transportation fleet in North America, offering

a broad range of services primarily focused on transporting finished vehicles from automotive production facilities, marine ports of

entry, and regional rail yards to auto dealerships around North America. For more information, visit www.proficientautologistics.com.

Investor

Relations:

Brad

Wright

Chief

Financial Officer and Secretary

Phone:

904-506-4317

Email: Investor.relations@proautologistics.com