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): ~~November~~January 119, ~~2025~~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 27.0201 ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure

~~On November 11, 2025,~~Stifel ~~Proficient~~Financial ~~Auto Logistics, Inc~~Corp. ~~(the~~Transportation ~~“Company”)~~& ~~issued~~Logistics a press release reporting the financial results for the Company for the quarter ended September 30, 2025 and certain other information. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.Conference

~~The~~On ~~Company~~January ~~has~~9, ~~scheduled~~2026, Proficient aAuto ~~conference~~Logistics, ~~call~~Inc. ~~for~~(the ~~5:00~~“Company”) pmannounced ~~Eastern~~that ~~time~~Rick onO’Dell, ~~November~~Chairman ~~11,~~and ~~2025~~Chief toExecutive ~~discuss~~Officer, ~~its~~Amy ~~operations~~Rice, President and ~~financial~~Chief ~~results.~~Operating ~~The~~Officer, ~~Company~~and ~~invites~~Brad ~~investors to~~Wright, ~~join~~Chief ~~the~~Financial ~~investor~~Officer ~~conference~~will ~~call~~participate byin ~~registering~~the ~~through~~Stifel ~~this~~Financial ~~link: https://register-conf~~Corp.~~media-server.com/register/BIe26e8494ebd64ec0b74db5f313cf00f9. Once~~ ~~registered,~~Transportation ~~investors~~& Logistics ~~will~~Conference ~~receive~~on aFebruary ~~dial-in~~10 and a11, ~~unique~~2026. ~~pin~~The materials to ~~join~~be used during the conference. ~~Investors~~will ~~may~~be ~~also~~posted ~~join~~to the ~~listen-only Webcast~~Company’s ~~via~~website ~~https://edge~~that day at proficientautologistics.~~media-server.~~com~~/mmc/p/tj5pzvgh~~ under “Investor Relations.”

~~The information in this~~Preliminary ~~Item~~Unaudited ~~2.02~~Financial and ~~the~~Operating ~~attached~~Results ~~exhibit are being furnished to the Securities~~ and ~~Exchange~~Conference 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.Call

The Company also announced that it will host an investor conference call at 4:30 p.m. EST on Monday, February 9, 2026, to discuss its preliminary unaudited operating and financial results for the three months and fiscal year ended December 31, 2025. A press release disclosing those results will be issued at approximately 4:00 p.m. EST on that day. The unaudited results will be preliminary and subject to the completion of accounting and annual audit procedures and are therefore subject to adjustment.

Investors are invited to join the conference call by registering through this link: https://register-conf.media-server.com/register/BId16f27ac6e964b1bb272c63dc338561e; once registered, you will receive a dial-in and a unique pin to join the conference. You may also join the listen-only Webcast at: https://edge.media-server.com/mmc/p/rx9uxfs8.

The information in this Item 7.01 and the attached Exhibit 99.1 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press ~~release~~Release, dated ~~November~~January 119, ~~2025~~2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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~~ uncertainties and other factors described in the section entitled “Risk Factors” in our ~~Annual~~Registration ~~Report~~Statement on Form 10S-K1 (333-278629) (the “~~Annual~~Registration ~~Report~~Statement”), and elsewhere in the ~~Annual~~Registration ~~Report~~Statement. 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:~~ the ~~economic~~Company’s ~~conditions in~~expectation the global markets in which we operate; 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~~its ~~successful~~fourth ~~implementation of~~quarter ~~our acquisitions; geopolitical developments~~ and ~~additional~~fiscal ~~changes~~year in2025 ~~international~~operating ~~trade policies~~ and ~~relations;~~financial ~~the effect of any~~results ~~international conflicts or terrorist activities, on the United States~~ and ~~global economies in general,~~ the ~~transportation~~economic ~~industry,~~conditions ~~or us~~ in ~~particular, and what effects these events will have on our costs and~~ the ~~demand~~markets 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~~Company ~~Act; and the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements~~operates.

The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Signature

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

Date: ~~November~~January 119, ~~2025~~2026.

	Proficient Auto Logistics, Inc.

	By	/s/ Brad Wright
		Brad Wright
		Chief Financial Officer and Secretary

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