Form 8-K

8-K — Proficient Auto Logistics, Inc

Accession: 0001213900-26-053365

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0001998768

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0289075-8k_proficient.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 7, 2026 (ea028907501ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001998768

2026-05-06

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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):

May 6, 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 2.02 Results of Operations and Financial

Condition

On May 7, 2026, Proficient

Auto Logistics, Inc. (the “Company”) issued a press release regarding the financial results for the Company for the quarter

ended March 31, 2026 and certain other information. The full text of the Company’s press release is furnished herewith as Exhibit

99.1.

The Company has scheduled

a conference call for 5:00 pm Eastern time on May 7, 2026 to discuss its operations and financial results. The Company invites investors

to join the investor conference call via teleconference by dialing (800) 715-9871 toll free. Investors should dial in 10 minutes prior

to the call and use 8765468 as the conference ID. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/jcdm5ym8.

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.

Item 5.07. Submission of Matters to a Vote

of Security Holders

At the Company’s 2026 Annual Stockholders

Meeting held on May 6, 2026 (the “Annual Meeting”), the Company’s stockholders voted on (i) the election of eight directors

nominated by the Board of Directors to serve until the 2027 Annual Stockholders Meeting and, in each case, until their successor is duly

elected and qualified or until their earlier resignation, removal, incapacity or death; (ii) the ratification of the appointment of Grant

Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii)

the amendment of the Company’s Third Amended and Restated Certificate of Incorporation.

- 1 -

The tables below set forth the voting results.

PROPOSAL 1

Election of directors to serve until the 2027

Annual Stockholders Meeting.

NOMINEE

FOR

WITHHELD

BROKER

NON-VOTES

Richard O’Dell

15,531,094

2,474,846

6,893,326

Charles A. Alutto

16,811,139

1,194,801

6,893,326

Douglas L. Col

17,926,040

79,900

6,893,326

Brenda Frank

17,634,722

371,218

6,893,326

James B. Gattoni

17,979,745

26,195

6,893,326

Rohit Lal

17,968,355

37,585

6,893,326

Steve F. Lux

17,985,280

20,660

6,893,326

John F. Schraudenbach

17,519,304

486,636

6,893,326

PROPOSAL 2

The ratification of the appointment of Grant Thornton

LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For:

24,893,308

Against:

5,958

Abstain:

PROPOSAL 3

The amendment of the Company’s Third Amended

and Restated Certificate of Incorporation. Proposal 3 failed to receive the affirmative vote of the holders of sixty-six and two-thirds (66 2/3%) of the outstanding shares of the

Company’s common stock entitled to vote at the Annual Meeting, as such, the proposal was not passed.

For:

18,005,077

Against:

861

Abstain:

Broker Non-Votes:

6,893,326

- 2 -

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1

Press release, dated May 7, 2026

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. Forward-looking statements

contained in this Current Report on Form 8-K include, but are not limited to, statements regarding: 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; and 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.

- 3 -

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: May 7, 2026.

Proficient Auto Logistics, Inc.

/s/ Brad Wright

Brad Wright

Chief Financial Officer and Secretary

- 4 -

EX-99.1 — PRESS RELEASE, DATED MAY 7, 2026

EX-99.1

Filename: ea028907501ex99-1.htm · Sequence: 2

Exhibit 99.1

PROFICIENT

AUTO LOGISTICS REPORTS

FIRST quarter

2026 FINANCIAL RESULTS

JACKSONVILLE, FLORIDA – May 7, 2026 — Proficient

Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”) today reported its financial results for

the three months ended March 31, 2026.

First Quarter 2026 Summary

Total Operating Revenue of $93.7 million, decreased

(1.6%) from Q1 2025

Total Operating Loss of ($6.9) million, versus

($2.4) million in Q1 2025

Adjusted Operating Income(1) (Loss)

of ($3.2) million, versus $1.2 million in Q1 2025

Adjusted Operating Ratio(1) of 103.4%

compared to 98.7% in Q1 2025

Total Units delivered of 501,850, an increase

of 1.5% from Q1 2025

Rick O’Dell, Proficient’s Chief Executive Officer, commented,

“As previously communicated in early March, the year began with challenges from lower-than-expected volumes and weather disruptions,

and more recent fuel cost headwinds further impacted the quarter. Encouragingly, underlying demand trends improved exiting the quarter,

and with more consistent seasonal volumes and improved fuel cost recovery, we believe we are positioned for improved performance as the

second quarter progresses.”

The Company is providing the below summary unaudited

financial information for the three months ended March 31, 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

3/31/2026

3/31/2025

Total Operating Revenue

$ 93,689

$ 95,206

Total Operating (Loss) Income

(6,935 )

(2,363 )

Addback:

Amortization of Intangibles

2,415

2,416

Stock Compensation Expense

1,352

1,183

Adjusted Operating (Loss) Income (2)

(3,168 )

1,236

Adjusted Operating Ratio (2)

103.4 %

98.7 %

(Loss) Income before income taxes

(8,297 )

(3,894 )

Addback:

Depreciation & Amortization

10,022

8,904

Stock Compensation Expense

1,352

1,183

Interest Expense

1,397

1,571

Adjusted EBITDA (3)

4,474

7,764

Adjusted EBITDA Margin (3)

4.8 %

8.2 %

(1)

The amounts shown reflect the unaudited summary financial results for the full three-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

Select Operating Metrics

3/31/2026

3/31/2025

% Chg

Unit Volume - Company Deliveries

187,117

163,754

14.3 %

Revenue / Unit - Company Deliveries

182.11

185.38

(1.8 )%

Unit Volume - Subhaulers

314,733

330,755

(4.8 )%

Revenue / Unit - Subhaulers

165.61

173.14

(4.3 )%

Percent Revenue, Company Deliveries

40 %

35 %

Percent Revenue, Subhaulers

60 %

65 %

(1) Amounts

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

First quarter revenue decreased ($1.5) million,

or (1.6%), compared to the same quarter of 2025, while total unit deliveries were up 1.5% versus the same period of 2025, as volume growth

from Brothers was offset by lower revenue per unit driven by portfolio mix. Absent the impact of the Brothers acquisition, volume was

down (4.0%) in the quarter versus last year, demonstrating a weaker underlying automotive market. Company unit deliveries increased 14.3%

year-over-year for the quarter while Subhauler deliveries declined (4.8%) versus the same period, reflecting prioritization of Company-owned

truck asset utilization for units delivered, particularly in a slower seasonal period.

The first two months of the quarter were affected

by extended automotive plant shutdowns, weak industry seasonally adjusted annual rate (SAAR), which was down year-over-year, severe winter

weather, and a slower than anticipated recovery in rail and ocean transportation tenders. These factors constrained core volumes and resulted

in revenue levels below fixed-cost coverage. While revenue and volume trends improved in March, meaningfully higher diesel fuel prices

and the timing lag to associated higher fuel-surcharge recoveries created an unplanned cost and margin headwind in March. Recent trends

indicate more stable volumes and improved fuel cost recovery as the second quarter progresses.

Balance Sheet

The Company ended the first quarter with $9.8

million of cash and $69.1 million of debt. The resulting net debt of approximately $59.3 million as of March 31, 2026, equates to a net

leverage ratio of 1.6x when compared to Adjusted EBITDA of $36.3 million for the trailing twelve months. Total debt was reduced by approximately

$5.3 million during the quarter; however, cash balances declined as elevated fuel costs and rising purchased transportation near quarter

end drew down cash in advance of the receipt of higher fuel surcharge reimbursements and customer payments.

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 first quarter, we have repurchased

82,877 shares of common stock at an average price of $6.25.

Conference Call

The Company will host an investor conference call at 5:00 p.m. EDT

to discuss the results. Those interested in participating via teleconference may dial (800) 715-9871 toll-free. Participants should dial

in 10 minutes prior to the call and use 8765468 as the conference ID. You may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/jcdm5ym8.

About Proficient Auto Logistics

We are a leading specialized freight company focused

on providing auto transportation and logistics services. Through the combination of seven industry-leading operating companies since our

initial public offering in May 2024, we operate one of the largest auto transportation fleets in North America. We offer a broad range

of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities,

marine ports of entry, and regional rail yards to auto dealerships around the country.

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:

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; and 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.

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-

3/31/2026

($000s)

Net (Loss) Income before income taxes

$ (45,302 )

Addback:

Depreciation & Amortization

40,423

Stock Compensation Expense

5,697

Interest Expense

6,416

Goodwill Impairment

27,787

Restructuring Charge

1,243

Adjusted EBITDA

$ 36,264

(1) The

amounts shown above reflect the unaudited summary financial results for the full twelve-month period presented. Amounts related to Brothers

are included only since the April 1, 2025, date of acquisition.

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

March 31,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 9,755,547

$ 14,285,745

Accounts receivable, less allowance for credit losses (2026 - $1,079,746; 2025 - $826,740)

49,011,373

42,188,909

Net investment in leases, current portion

101,362

126,730

Maintenance supplies

1,833,880

1,714,238

Assets held for sale

10,000

28,500

Income tax receivable

1,266,663

1,791,544

Prepaid expenses and other current assets

7,629,465

11,261,497

Total current assets

69,608,290

71,397,163

Property and equipment, net of accumulated depreciation and amortization (2026 - $50,809,076; 2025 - $43,500,044)

109,007,448

115,850,061

Operating lease right-of-use assets

12,023,542

12,633,834

Net investment in leases, less current portion

5,592

21,781

Deposits

6,154,989

6,124,946

Goodwill

148,643,673

148,476,407

Intangible assets, net (2026 - $17,835,862; 2025 - $17,615,109)

120,390,138

122,804,891

Other long-term assets

602,336

668,426

Total Assets

$ 466,436,008

$ 477,977,509

Liabilities, and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 9,900,722

$ 8,305,255

Accrued liabilities

33,495,656

33,030,001

Finance lease liabilities, current portion

—

8,758

Operating lease liabilities, current portion

2,425,617

2,249,651

Long-term debt, current portion

19,692,275

20,303,077

Total current liabilities

65,514,270

63,896,742

Long-term liabilities:

Operating lease liabilities, less current portion

10,041,385

10,689,839

Long-term debt, less current portion

49,384,284

54,026,968

Deferred tax liability, net

32,688,452

34,900,440

Other long-term liabilities

3,073,049

Total Liabilities

160,701,440

166,587,038

Stockholders’ Equity:

Common stock, $0.01 par value; 50,000,000 shares authorized; 27,852,951 and 27,834,799 shares issued and 27,770,074 and 27,834,799 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

278,529

278,347

Additional paid in capital

357,531,687

356,179,787

Accumulated deficit

(51,557,764 )

(45,067,663 )

Treasury stock at cost 82,877 and 0 shares, as of March 31, 2026 and December 31, 2025, respectively

(517,884 )

—

Total Stockholders’ Equity

305,734,568

311,390,471

Total Liabilities and Stockholders’ Equity

$ 466,436,008

$ 477,977,509

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three months

ended

March 31, 2026

Three months

ended

March 31, 2025

Operating Revenue

Revenue, before fuel surcharge

$ 86,196,954

$ 87,615,128

Fuel surcharge and other reimbursements

5,664,451

5,427,840

Other Revenue

1,104,200

1,305,745

Lease Revenue

724,064

857,308

Total Operating Revenue

93,689,669

95,206,021

Operating Expenses

Salaries, wages and benefits

20,892,844

19,288,103

Stock-based compensation

1,352,082

1,183,009

Fuel and fuel taxes

6,875,998

6,065,255

Purchased transportation

44,614,009

47,208,843

Truck expenses

7,230,793

5,849,846

Depreciation

7,607,007

6,488,579

Intangible amortization

2,414,753

2,415,830

(Gain) Loss on sale of equipment

(10,263 )

8,781

Insurance premiums and claims

5,287,345

4,958,679

General, selling, and other operating expenses

4,359,655

4,101,602

Total Operating Expenses

100,624,223

97,568,527

Operating Loss

(6,934,554 )

(2,362,506 )

Other income and expense

Interest expense

(1,397,021 )

(1,570,920 )

Acquisition Costs

—

(37,102 )

Other income, net

33,827

76,222

Total other expense, net

(1,363,194 )

(1,531,800 )

Loss before income taxes

(8,297,748 )

(3,894,306 )

Income tax benefit

(1,807,647 )

(702,621 )

Net Loss

$ (6,490,101 )

$ (3,191,685 )

Loss Per Share

Basic & Diluted

$ (0.23 )

$ (0.12 )

Weighted Average Shares

Basic & Diluted

27,826,452

27,069,114

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May 06, 2026

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Proficient Auto Logistics, Inc.

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12276 San Jose Blvd.

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Suite 426

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Jacksonville

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