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): March ~~February 26~~2, 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 5 7.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure

OnRaymond ~~February~~James ~~26,~~47th ~~2026, the Board of Directors (the “Board”)~~Annual ofInstitutional ~~Proficient~~Investors Auto Logistics, Inc. (the “Company”) appointed Rohit Lal (“Mr. Lal”) to serve as a member of the Board effective immediately, to serve until the Company’s annual meeting of stockholders to be held in 2026. Mr. Lal has also been appointed to the Audit and Nominating and Corporate Governance Committees of the Board.Conference

~~Mr.~~On ~~Lal~~March ~~currently~~2, ~~serves as Executive Vice President~~2026, ITProficient ~~Strategy~~Auto ~~for Saia~~Logistics, Inc. (the “~~Saia~~Company”), aannounced ~~public~~that ~~logistics~~Rick ~~company based in Atlanta~~O’Dell, ~~where~~Chairman ~~he leads IT teams to develop~~ and ~~deliver enterprise-wide solutions from applications to analytics. Mr. Lal joined Saia~~Chief inExecutive ~~2021~~Officer, ~~and~~Amy ~~has~~Rice, ~~led~~President ~~the co-development of cloud-based applications to optimize supply chain delivery solutions~~ and ~~established~~Chief ~~data privacy~~Operating ~~and NIST-based cybersecurity programs through a combination of training~~Officer, ~~process changes~~ and ~~technology~~Brad ~~tools.~~Wright, ~~Prior~~Chief toFinancial ~~Saia, Mr.~~Officer ~~Lal~~will ~~held~~attend the ~~role~~Raymond James of47th ~~Director~~Annual ofInstitutional ~~Enterprise~~Investors ~~Architecture~~Conference ~~for~~on ~~CONA~~March ~~Services~~4, ~~an IT shared services company co-owned by The Coca-Cola Company and the 12th largest Coca-Cola Bottlers in North America~~2026. ~~He joined~~ The ~~Coca-Cola~~materials ~~Company~~used ~~in 2008 and served in a variety of roles~~ during ~~his~~the ~~tenure,~~conference ~~with~~will ~~ranging~~be ~~responsibilities~~posted ~~including implementing end-~~to~~-end SAP-centric sales, manufacturing, warehousing~~ ~~and~~the ~~route planning solutions. Before joining The Coca-Cola~~ Company,’s ~~Mr.~~website ~~Lal~~that ~~led~~day ~~various business development initiatives and ERP value realization engagements~~ at ~~mid-market and global companies across multiple industries as CEO and Founder of AceTrack, Inc~~ proficientautologistics.com under ~~and~~“Investor ~~in various sales and consulting roles at QAD~~Relations. ~~Mr. Lal earned a Bachelor of Science in Chemical Engineering from the Indian Institute of Technology.~~”

~~There~~Preliminary ~~are~~Results ~~currently~~Regarding noJanuary ~~arrangements or understandings between Mr. Lal~~ and ~~any~~February person pursuant to which Mr. Lal was selected as a director. The Company has had no transactions since the beginning of its last fiscal year, and has no transactions currently proposed, in which Mr. Lal, or any member of his immediate family, has an interest requiring disclosure under Item 404(a) of Regulation S-K.2026

~~Mr.~~On ~~Lal~~March ~~will receive cash compensation of $50~~2,~~000~~ ~~and restricted stock units in a value equal to $75~~2026,~~000~~ ~~based on~~ the ~~fair market value of the~~ Company’s ~~common~~issued ~~stock~~a onpress ~~the~~release ~~date~~regarding ofcertain ~~grant~~operating ~~(pro-rated~~and ~~based~~financial onmetrics ~~the~~for ~~effective date~~January ~~of Mr. Lal’s appointment~~ and ~~until~~February ~~the next annual meeting), each as set forth in the Company’s 2024 Non-Employee Director Compensation Policy, filed as Exhibit 10~~2026.~~3 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, as amended (Registration No. 333-278629) (the “Registration Statement”).~~

InShare ~~connection~~Repurchase with Mr. Lal’s appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Lal, the form of which is filed as Exhibit 10.1 to the Registration Statement. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement, which is filed as Exhibit 10.1 to the Registration Statement. Program

~~Item~~On 7March 2, 2026, the Company also 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.01 ~~Regulation~~The FDrepurchase ~~Disclosure~~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.

OnThe ~~February~~information ~~26,~~in ~~2026,~~this Item 7.01 and the ~~Company~~attached ~~issued~~Exhibit a99.1 ~~press~~are ~~release~~being ~~announcing~~furnished to the ~~appointment~~Securities and Exchange Commission and shall not be deemed “filed” for purposes of ~~Mr.~~Section ~~Lal~~18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the ~~Board.~~liabilities Aof ~~copy~~that Section, nor shall it be deemed incorporated by reference into any filing of the ~~press~~Company ~~release~~under the Securities Act of 1933, isas ~~furnished~~amended (the “Securities Act”), or the Exchange Act, except as ~~Exhibit~~shall ~~99.1~~be toexpressly ~~this~~set ~~Current~~forth ~~Report~~by onspecific ~~Form~~reference ~~8-K~~in such a filing.

~~Exhibit 99~~Item 9.101 isFinancial ~~being~~Statements ~~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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.Exhibits

-(d) ~~1 -~~Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
99.1		Press release, dated March 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) Exhibits~~1

Exhibit Number		Description
99.1		Press release, dated February 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K 2contains 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, 2025 (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; 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; our expectations regarding the amount and timing of any repurchase of our common stock pursuant to our share repurchase program; and the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.

~~Signature~~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.

~~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.~~2

~~Date: February 26, 2026.~~Signature

~~Proficient~~Pursuant ~~Auto~~to ~~Logistics~~the requirements of the Securities Exchange Act of 1934, ~~Inc.~~the Byregistrant ~~/s/~~has ~~Brad~~duly ~~Wright~~caused ~~Brad~~this ~~Wright~~report ~~Chief~~to ~~Financial~~be ~~Officer~~signed ~~and~~on ~~Secretary~~its behalf by the undersigned hereunto duly authorized.

-Date: 3March -2, 2026.

	Proficient Auto Logistics, Inc.

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

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