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) December 1921, 2023

PATRIOT TRANSPORTATION HOLDING, INC.

(Exact name of registrant as specified in its charter)

FLORIDA	001-36605	47-2482414
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 W. FORSYTH STREET, 7TH FLOOR		32202
200 W. FORSYTH STREET, 7TH FLOOR JACKSONVILLE, FLORIDA		32202
JACKSONVILLE, FLORIDA		(Zip Code)
(Address of principal executive offices)		(Zip Code)
(Address of principal executive offices)

(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

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	PATI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders~~Note

AsOn ~~previously~~December ~~disclosed~~21, ~~on November 1,~~ 2023, Patriot Transportation Holding, Inc., a Florida corporation (the “Company”), ~~entered~~completed ~~into~~the antransactions ~~Agreement~~contemplated by that certain Agreement and Plan of Merger (the “merger agreement”), ~~with~~dated November 1, 2023, by and among the Company, Blue Horizon Partners, Inc., an Oklahoma corporation (“Parent”), and Blue Horizon Partners Merger Sub, Inc., a Florida corporation and a wholly~~-owned~~ owned subsidiary of Parent (“Merger Sub”),. ~~pursuant~~Pursuant to ~~which, among other things, and subject to~~ the ~~terms~~merger ~~and conditions set forth therein~~agreement, Merger Sub ~~will be~~ merged with and into the Company, ~~with the Company surviving as a wholly owned subsidiary of Parent~~ (the “merger”)~~. On December 19~~, ~~2023,~~with the Company ~~held~~surviving ~~a special meeting of shareholders (~~the ~~“special meeting”) to consider certain proposals relating to the~~ merger ~~agreement.~~as ~~Such~~a ~~proposals~~wholly ~~are~~owned ~~described~~subsidiary inof ~~more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2023~~Parent.

AsItem ~~of the close of business on November 30, 2023, the record date for the special meeting, there were 3,553,571 shares of the Company’s common stock, par value $0~~1.~~10 per share (the “Company common stock”) outstanding, each of which was entitled to one vote on each proposal at the special meeting~~01. AtEntry ~~the~~into ~~special meeting,~~ a ~~total~~Material ofDefinitive 2,835,348 shares of Company common stock, representing approximately 80% of the outstanding shares of Company common stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct businessAgreement.

~~Set~~On ~~forth~~December ~~below~~21, ~~are~~2023, Parent, the ~~proposals~~Company, and ~~the~~certain ~~action~~of ~~taken~~Parent’s byand the Company’s ~~shareholders~~subsidiaries entered into that certain Credit Agreement with ~~respect~~BMO Bank, N.A., as administrative agent and swing line lender (the “Agent”), the lenders from time to ~~each~~time ~~proposal~~party atthereto, and the ~~special~~guarantors ~~meeting~~from time to time party thereto (the “Credit Agreement”), which provides for (i) a senior revolving credit facility in the principal amount of up to $40,000,000 and (ii) a senior term loan bridge facility in the principal amount of up to $17,192,900. Certain of Parent’s and the Company’s subsidiaries are the borrowers, and Parent, the Company and certain of the Company’s subsidiaries are guarantors, under the Credit Agreement. The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of Parent and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for a credit facility of this type.

~~Proposal~~On 1.December ~~Approval~~21, 2023, a subsidiary of ~~the~~Parent ~~Merger~~entered ~~Proposal:~~into ~~The~~that ~~Company’s~~certain ~~shareholders~~Loan ~~approved~~Agreement ~~the~~with ~~proposal~~NBC toOklahoma, ~~adopt~~an Oklahoma banking association, as the lender (the “Loan ~~merger~~Agreement”), ~~agreement.~~which ~~Approval~~provides offor ~~the~~a ~~merger~~term ~~agreement~~loan ~~required~~in the ~~affirmative~~principal ~~vote~~amount of ~~the~~$10,000,000. ~~shareholders~~A subsidiary of aParent ~~majority~~is of the ~~issued~~borrower, and ~~outstanding~~Parent, ~~shares~~the Company and certain of the Company’s ~~common~~subsidiaries ~~stock~~are ~~entitled~~guarantors, tounder ~~vote~~the Loan Agreement. The obligations under the Loan Agreement are secured on ~~such~~a ~~matter~~first aspriority basis by certain real property of ~~the~~a ~~record~~subsidiary ~~date~~of Parent. The ~~voting~~Loan Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for ~~results~~a ~~for~~loan ~~this~~agreement ~~proposal~~of ~~were~~this ~~as follows:~~type.

Votes For		Votes Against		Abstentions
2,833,424		1,724		200

Item 1.02.

Termination of a Material Definitive Agreement.

~~Proposal~~On 2.December ~~Approval~~21, of2023, ~~the~~in ~~Non-Binding~~connection ~~Advisory~~with ~~Compensation~~the ~~Proposal:~~merger, ~~The~~the Company’s ~~shareholders approved,~~terminated onthat acertain ~~non-binding,~~Amended ~~advisory~~and ~~basis~~Restated Credit Agreement, ~~the~~dated ~~compensation~~as ~~that~~of ~~may~~July be6, ~~paid~~2021, oramong ~~become~~the Company, ~~payable~~as toborrower, certain of the Company’s ~~named~~subsidiaries, ~~executive~~as ~~officers~~guarantors, ~~that~~and isWells ~~based~~Fargo onBank, N.A., as lender (as amended, restated, supplemented, waived or otherwise ~~relates~~modified from time to time, the ~~merger~~“Existing Credit Agreement”). ~~Approval~~As of ~~this~~December 21, ~~proposal~~2023, ~~required~~there were no outstanding borrowings under the ~~affirmative~~Existing ~~vote of~~Credit aAgreement ~~majority~~and there were $2,664,434 in commitments under letters of credit under the ~~votes~~Existing ~~cast~~Credit byAgreement. ~~shareholders~~Such ~~present~~letters ~~virtually~~of orcredit ~~represented~~will remain in effect until replaced by letters ~~proxy~~of atcredit ~~the~~issued ~~special~~by ~~meeting~~Agent. ~~The~~In ~~voting~~connection ~~results~~with ~~for~~the ~~this~~termination ~~proposal~~of the Existing Credit Agreement, all related liens and security interests were asterminated, ~~follows:~~discharged and released.

Votes For		Votes Against		Abstentions
2,555,764		207,265		72,319

Item 2.01.

Completion of Acquisition or Disposition of Assets.

~~Proposal 3. Approval of the Adjournment Proposal:~~ The ~~proposal~~information toset ~~approve~~forth ~~the~~in ~~adjournment of~~ the ~~special meeting~~Introductory toNote ~~a later date or time if necessary or appropriate, was approved, but the adjournment~~ of ~~the special meeting was not necessary as the Company’s shareholders approved the adoption of the merger agreement. Approval of~~ this ~~proposal~~Current ~~required the~~Report ~~affirmative~~on ~~vote~~Form of8-K ais ~~majority~~incorporated ofherein ~~the votes cast~~ by ~~shareholders present virtually or represented by proxy at the special meeting~~reference. ~~The voting results for this proposal were as follows:~~

Votes For		Votes Against		Abstentions
2,804,600		28,982		1,766

At the effective time of the merger (the “effective time”), on the terms and conditions set forth in the merger agreement:

~~The~~• ~~merger~~each ~~contemplated~~share byof ~~the~~Company ~~merger~~common ~~agreement~~stock, ispar ~~expected~~value to$0.10 ~~close~~per onshare ~~December~~(the ~~21,~~“Company ~~2023,~~common ~~subject~~stock”) that was issued and outstanding immediately prior to ~~customary~~the ~~closing~~effective ~~conditions~~time, ~~including~~other athan ~~condition~~shares ~~that~~to ~~Parent shall~~be ~~have~~cancelled ~~obtained~~pursuant to Section 2.1(b) of the ~~debt~~merger ~~financing~~agreement, ~~necessary~~were converted into the right to ~~consummate~~receive $16.26 per share, in cash, without interest (the “merger. consideration”), subject to any applicable withholding taxes;

~~Forward~~• ~~Looking~~each ~~Statements~~outstanding and unexercised option to purchase shares of Company common stock (whether vested or unvested and whether exercisable or unexercisable) (each a “Company stock option”) became fully vested and was cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the merger consideration over the exercise price per share of each such Company stock option; and

~~This~~• ~~communication~~each ~~contains~~outstanding ~~“forward-looking~~Company ~~statements,”~~stock ~~within~~appreciation ~~the~~right ~~meaning~~(whether ofvested Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the merger. These forward-looking statements are generally denoted by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “aim,” “target,” “plan,” “continue,” “estimate,” “project,” “may,” “will,” “should,” and similar expressions. However, the absence of these words or ~~similar~~unvested) expressions does not mean that a statement is not forward-looking. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: (a) ~~the satisfaction of the conditions precedent to the consummation of the merger; (b~~“SAR”) ~~uncertainties~~became asfully tovested ~~the timing of the merger~~ and ~~the~~was ~~possibility~~cancelled that the merger may not be completed, including uncertainties regarding Parent’s ability to finance the merger; (c) unanticipated difficulties or expenditures relating to the merger; (d) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including, in ~~circumstances~~exchange ~~which~~for ~~would require~~ the ~~Company~~right to ~~pay~~receive a ~~termination fee;~~cash ~~(e) legal proceedings~~payment, ~~judgments~~without orinterest ~~settlements,~~and ~~including~~subject ~~those~~to ~~that~~applicable ~~may~~tax ~~be instituted against the Company~~withholding, ~~the Company’s Board~~ of ~~Directors,~~an ~~the~~amount ~~Company’s~~equal ~~executive~~to ~~officers and others following~~ the ~~announcement~~product of ~~the merger;~~ (fi) ~~disruptions~~ ~~of current plans and operations caused by~~ the ~~announcement~~total ~~and~~number ~~pendency~~ of ~~the~~shares ~~merger; (g) risks related to disruption~~ of ~~management’s attention from the~~ Company’s ~~ongoing~~common ~~business~~stock ~~operations~~underlying ~~due~~each tosuch ~~the~~SAR ~~merger; (h) potential difficulties in employee retention due to the announcement~~ and ~~pendency of the merger;~~ (iii) the ~~response~~excess, ofif ~~customers~~any, ~~suppliers, drivers and regulators to the announcement and pendency~~ of ~~the merger;~~ (jx) ~~disruptions in~~ the ~~execution of plans, strategies, goals and objectives of management for future operations caused by the~~ merger; ~~(k)~~consideration ~~changes~~over ~~in accounting standards or tax rates, laws or regulations;~~ (ly) ~~economic, market, business or geopolitical conditions (including resulting from~~ the ~~COVID~~per-19share ~~pandemic,~~SAR ~~inflation,~~Price the conflict in Ukraine and related sanctions, or the conflict in the Middle East) or competition, or changes in such conditions, negatively affecting the Company’s business, operations and financial performance; (m) risks that the price of the Company’s common stock may decline significantly if the merger is not completed; (n) the possibility that the Company could, following the merger, engage in operational or other changes that could result in meaningful appreciation in its value; and (o) the possibility that the Company could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company’s assets to one or more as ~~yet~~defined ~~unknown purchasers, which could conceivably produce a higher aggregate value than that available to our shareholders~~ in the merger. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or if any occur, what effect they will have on our results of operations or financial conditionagreement)..

IfThe ~~the~~aggregate ~~proposed~~consideration ~~merger~~paid isby ~~consummated,~~Parent ~~the Company’s shareholders will cease to have any equity interest~~ in the ~~Company~~merger ~~and~~was ~~will~~approximately ~~have no right to participate in its earnings and future growth~~$66.2 ~~Other factors that could impact the Company’s forward-looking statements are identified in the Company’s Annual Report on Form 10-K for the year ended September 30~~million, ~~2023~~excluding ~~which~~related istransaction ~~available~~fees ~~online at www.sec.gov. Readers are cautioned not to place undue reliance on the Company’s projections~~ and ~~other forward-looking statements, which speak only as of the date thereof~~expenses. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

The foregoing description of the merger and the merger agreement does not purport to be complete and is qualified in its entirety by reference to the merger agreement, which is filed as Exhibit 2.1 of this Current Report on Form 8-K, and which is incorporated herein by reference.

Item 2.03.

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

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) on December 21, 2023 of the consummation of the merger and requested that the trading of the Company common stock on NASDAQ be suspended and that the listing of its shares on NASDAQ be withdrawn. The trading in the Company common stock will be suspended prior to the opening of trading on December 22, 2023. The Company also requested that NASDAQ file with the Securities and Exchange Commission (“SEC”) an application on Form 25 to delist and deregister the Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 requesting the deregistration of the Company common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03.

Material Modification of Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the merger, as contemplated by the merger agreement (and not because of any disagreement with the Company), each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time. Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation).

The officers of the Company immediately prior to the effective time continue to serve as officers of the Company (as the surviving corporation).

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the merger agreement, at the effective time, the articles of incorporation and bylaws of the Company were each amended and restated, and such amended and restated articles of incorporation and bylaws became the articles of incorporation and bylaws, respectively, of the Company (as the surviving corporation). Copies of the Amended and Restated Articles of Incorporation of the Company (as the surviving corporation) and the Amended and Restated Bylaws of Company (as the surviving corporation) are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01.

Other Events.

On December 21, 2023, the Company issued a press release announcing the consummation of the merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

Exhibit No. Description

2.1 Agreement and Plan of Merger, dated as of November 1, 2023, by and among Company, Parent, and Merger Sub (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on November 1, 2023)*

3.1 Amended and Restated Articles of Incorporation of Patriot Transportation Holding, Inc.

3.2 Amended and Restated Bylaws of Patriot Transportation Holding, Inc.

99.1 Press Release dated December 21, 2023

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

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

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.

	PATRIOT TRANSPORTATION HOLDING, INC.
	Registrant
Date: December 19, 2023	By:	/s/Matthew C. McNulty
Date: December 21, 2023	By:	/s/Matthew C. McNulty
		Matthew C. McNulty
		Chief Financial Officer

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