What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-31 compared with 2025-03-31 · 393 added, 370 removed, 39 unchanged (95% of the section changed)

Business Overview

are a leading specialized freight company focused on providing auto transportation and logistics services.

Formed in connection with

the IPO through the combination of five industry-leading operating companies, we operate one of the largest auto transportation

fleets in North America based upon information obtained from leadership of the Auto Haulers Association of America, utilizing roughly

1,145 auto transport vehicles and trailers on a daily basis, including approximately 845 Company-owned transport vehicles and trailers,

and employing 671 dedicated employees as of December 31, 2024.

From our 50 strategically located facilities across the United States,

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 or regional rail yards to auto dealerships around the country.

We have developed a differentiated

business model due to our scale, breadth of geographic coverage and embedded customer relationships with leading auto original equipment

manufacturing companies (“OEMs”).

Our customers include nearly all of the global auto manufacturing companies, including

General Motors Company (“General Motors”), Bayerische Motoren Werke Aktiengesellschaft (“BMW”), Stellantis N.V.

(“Stellantis”), and Mercedes-Benz among others.

Additional customers include auto dealers, auto auctions, rental car companies

and auto leasing companies.

the IPO through the combination of five industry-leading operating companies, we operate one of the largest auto transportation fleets

in North America with an operating fleet with approximately 800 owned assets and employing 825 dedicated employees as of December 31,

From our 57 strategically located facilities across the United States, 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 or regional

rail yards to auto dealerships around the country.

We have developed a differentiated business model due to our scale, breadth of geographic

coverage and embedded customer relationships with leading auto original equipment manufacturing companies (“OEMs”).

Our customers

include nearly all of the global auto manufacturing companies who participate in the North American market.

Additional customers include

auto dealers, auto auctions, rental car companies and auto leasing companies.

of the Combinations

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businesses and their respective affiliated entities, as applicable:

(i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient

Transport, and (v) Tribeca.

On May 13, 20 24, the Company completed its IPO of its common stock, and in connection with the

closing of the IPO, the Company also completed the acquisitions of all of the Founding Companies.

The Founding Companies were acquired

for approximately $178.5 million in cash and 6,978,191 shares of our common stock (provided, that 541,866 of these shares of common

stock were held back and were not issued at the closing of the Combinations to satisfy the indemnification obligations of certain of

the Founding Companies for a period of twelve months following the closing of the Company’s IPO), using an initial public offering

price of $15.00 per share.

The Combinations are accounted for as business combinations under ASC 805.

Under this method of accounting,

Proficient Auto Logistics, Inc.

(i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient Transport,

and(v) Tribeca.

On May 13, 2024, the Company completed the IPO of its common stock, and in connection with the closing of the IPO, the

Company also completed the acquisitions of all of the Founding Companies.

Thereafter, on August 16, 2024, the Company acquired Auto Transport

Group, LC, (“ATG,” which was converted to a limited liability company after closing), and on November 1, 2024, the Company

acquired Utah Truck & Trailer Repair, LLC, (“UTT,” which subsequently converted into Proficient Repair Services LLC),a

repair facility located at the ATG headquarters terminal in Ogden, Utah.

On April 1, 2025, the Company acquired Brothers Auto Transport,

LLC, (“Brothers”), located in Wind Gap, Pennsylvania and on May 27, 2025, the Company acquired PVT Truck &Trailer Repair,

LLC, (“PVT”) a repair facility located at the Brothers headquarters.

These acquisitions expanded the Company’s geographic

presence and services offered.

The Combinations and subsequent acquisitions are accounted for as business combinations under ASC 805.

Under this method of accounting, Proficient Auto Logistics, Inc.

is treated as the “accounting acquirer”.

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a result, Management’s Discussion and Analysis of Results of Operations and Financial Condition for the twelve months ended December

31, 2024 for each of Proficient and Proficient Transport are included in this Annual Report on Form 10-K.

A black-line between the Successor

and Predecessor periods has been placed in the financial tables below to highlight the lack of comparability between these two periods.

refer to Note 3 of the Notes to Consolidated Financial Statements — “Business Combinations.”

Operations and Services Provided

We provide new and used auto

transportation and logistics services to automobile manufacturing companies, leasing companies, automobile dealers, automobile auction

companies, long-distance transporters, brokers and individuals.

Services typically are provided as needed by particular customers and

charged according to pre-set rates based on auto size, weight and mileage.

We transport large numbers of vehicles from auto manufacturing

sites, marine ports and rail hubs to individual auto dealers.

On the used car transport side, cars are picked up and delivered primarily

to rental car locations and automobile auctions.

In addition, we provide transport services for dealers that transfer new cars from one

region to another based on demand.

We operate a dispatch system

to assign individual transport vehicles to particular cars that require delivery.

We also have computerized positioning systems which

identify and track vehicle location and status, thereby decreasing response times and increasing asset utilization.

Our initial integration efforts after the Combinations focused on consolidating

route planning and dispatch software of the Founding Companies, which was completed during the third quarter of fiscal year 2024.

We began integrating and implementing

accounting systems across the Founding Companies to enable us to centralize our accounting and financial reporting activities at our headquarters

in Jacksonville, Florida.

We anticipate that we will need to upgrade and expand our information technology systems on an ongoing

basis as we expand our operations and complete acquisitions.

business is organized into two reportable operating segments, Company Drivers and Brokered.

The Company Drivers segment offers automobile

transport and dedicated services under an asset-based model.

The Company’s dedicated service offering devotes the use of Company

equipment to specific customers and provides transportation services through long-term contracts.

The Company’s Brokered segment

offers transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to third-party carriers.

31, 2025 and 2024 for each of Proficient and Proficient Transport are included in this Annual Report on Form 10-K.

A black-line between

the Successor and Predecessor periods has been placed in the financial tables below to highlight the lack of comparability between these

Please refer to Note 3 of the Notes to Consolidated Financial Statements — “Business Combinations.”

and Services Provided

provide new and used auto transportation and logistics services to automobile manufacturing companies, leasing companies, automobile

dealers, automobile auction companies, long-distance transporters, brokers and individuals.

Services typically are provided as needed

by particular customers and charged according to pre-set rates based on auto size, weight and mileage.

We transport large numbers of

vehicles from auto manufacturing sites, marine ports and rail hubs to individual auto dealers.

On the used car transport side, cars are

picked up and delivered primarily to rental car locations and automobile auctions.

In addition, we provide transport services for dealers

that transfer cars from one region to another based on demand.

operate a dispatch system to assign individual transport vehicles to particular cars that require delivery.

We also have computerized

positioning systems which identify and track vehicle location and status, thereby decreasing response times and increasing asset utilization.

have consolidated our dispatch software and accounting systems across the Founding Companies and subsequently acquired companies to improve

route planning and centralize our accounting and financial reporting activities at our headquarters in Jacksonville, Florida.

anticipate ongoing technology enhancement as we expand our operations.

business is organized into two operating segments, Company Drivers and Subhaulers, which represent the Company’s reportable segments.

The Company Drivers segment offers automobile transport and contract services under an asset-based model.

The Company’s contract

service offering uses Company-owned equipment to service customers and provides transportation services through long-term contracts.

The Company’s Subhaulers segment offers transportation services utilizing an asset-light model focusing on outsourcing transportation

of loads to independent contractors and third-party carriers.

Drivers Segment

our Company Drivers Segment, we generate revenue by transporting autos for our customers in our OEM contract and spot arrangements, secondary

market auto moves, and our contract services arrangements.

Our OEM contract and spot arrangements provide auto transportation and logistics

services through movements of autos over routes across the United States.

Secondary market auto moves are for customers other than

Our contract services offering devotes the use of equipment to specific customers and provides services through long-term contracts.

Our Company Drivers segment provides services that are geographically diversified but have similar economic and other relevant characteristics,

as they all provide Company Drivers carrier services of automobiles.

The main factors that affect operating revenue in the Company Drivers

Segment are the average revenue per unit received from customers and the number of vehicles transported.

our Company Drivers segment, we generate revenue by transporting autos for customers in our OEM contract and spot arrangements and secondary

market auto moves.

Our OEM contract and spot arrangements provide auto transportation and logistics services through movements of autos

over routes across the United States.

Secondary market auto moves are for customers other than OEMs.

Our contract services offering

uses Company-owned equipment to service customers through long-term contracts.

Our Company Drivers segment provides services

that are geographically diversified but have similar economic and other relevant characteristics, as they all provide Company Drivers

carrier services of automobiles.

The main factors that affect operating revenue in the Company Drivers Segment are the average revenue

per unit received from customers and the number of vehicles transported.

are typically paid a predetermined rate per unit for our Company Drivers services.

Our executed contracts contain fixed terms and rates

and are often used by our customers with high-service and high-priority freight.

We continually strive to increase our revenues

derived from fixed term contracts as a percentage of total revenue by continuing to build upon our existing relations and acquire new

relations with OEMs.

contracts with customers in the Company Drivers segment generally include a fuel surcharge to account for fluctuating fuel prices.

Built into our predetermined contract rates with each customer is a baseline fuel price and when fuel prices rise above this

baseline price our customers compensate us for the variance in the form of additional revenue.

If fuel prices drop below the

baseline price, we may in turn owe our customers this variance and record a discount.

This additional revenue/discount is

represented on the Fuel Surcharge and Other Reimbursements line in our condensed consolidated financial statements.

Our executed contracts generally contain fixed terms

and rates and are often used by our customers with high-service and high-priority freight.

We strive to increase our revenues

derived from contracts by delivering a high-quality service and continuing to build upon our relationships and reputation with OEMs.

contracts with customers generally include a fuel surcharge to account for fluctuating fuel prices.

Built into predetermined contract

rates with each customer is a baseline fuel price and when fuel prices rise above this baseline price, our customers compensate us for

the variance in the form of additional revenue.

If fuel prices drop below the baseline price, we may in turn owe our customers a variance

and record a discount.

This additional revenue/discount is represented on the Fuel Surcharge and Other Reimbursements line in the consolidated

financial statements.

our Company Drivers segment, our most significant operating expenses vary with miles traveled and include (i) fuel, and (ii) driver-related

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Expenses that have both fixed and variable components include maintenance

and tire expense and our total cost of insurance and claims.

and truck expense and our total cost of insurance and claims.

These expenses generally vary with the miles we travel, but also have a

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and other general and administrative expenses.

Company Drivers segment requires substantial capital expenditures for purchase of new revenue equipment.

We use a combination of financing

leases and secured long-term debt to acquire revenue equipment.

When we finance revenue equipment acquisitions with either finance

leases or long-term debt, the asset and liability are recorded on our consolidated balance sheet, and we record expense under “Depreciation”

and “Interest expense.” We expect our depreciation and interest expense will be impacted by changes in the percentage of

our revenue equipment acquired in any given year.

our Brokerage Segment, we generate revenue by utilizing our independent owner operators (who run under our DOT) and independent third-party

carriers to assist in transporting autos for our customers in our OEM contract and spot arrangements, and secondary market auto moves.

We maintain the customer relationship, including billing and collection, but outsource the transportation of the loads.

The main factors

that affect operating revenue in our Brokered segment are our customers’ excess inventory needs, the rates we obtain from customers,

the auto volumes we ship through the brokered segment and our ability to secure these carriers.

We generally do not have contracted long-term rates

for the cost of third-party carriers, and we cannot assure that our results of operations will not be adversely impacted in the future

if our ability to obtain third-party carriers changes or the rates of such providers increase.

most significant expense of our Brokered segment, which is primarily variable, is the cost of purchased transportation that we pay to

third-party carriers and is included in the “Purchased transportation” line item.

This expense generally varies directly

with the amount of Brokered revenue, rates charged by third party carriers, which includes their cost of fuel, and current demand and

customer shipping needs.

Other operating expenses are generally fixed and primarily include the compensation and benefits of non-driver personnel

(which are recorded in the “Salaries, wages and benefits” line item).

primary performance indicator in our Brokered segment is operating margin (brokered operating revenue, less brokered operating expenses,

as a percentage of brokered operating revenue).

Operating margin can be impacted by the rates charged to customers and the rates charged

by third-party carriers.

Our strategy is to be one

of the nation’s leading providers of auto transportation and logistics services by focusing on broadening our platform and expanding

our service offerings while maintaining the high quality of our existing services and increasing our operational efficiency.

to achieve this objective by executing the following business strategies:

Operating Strategy

Drive Organic Growth

by Offering Committed Capacity and Consistently High-Quality Service to Expand Existing Relationships.

We believe that

the ability to commit transportation equipment capacity and timely, professional and dependable service at a reasonable price are the

most important factors in maintaining and expanding customer relationships in the auto transportation and logistics industry.

to use our scale to offer customers committed transportation equipment capacity and our financial strength to consistently invest in our

We are continuing the proven practices of the Founding Companies throughout our operations in areas such as dispatching technology,

driver training and professionalism, preventive maintenance and safety.

We cross-sell the consistently high-quality service

across our platform to existing customers of our various Founding Companies.

Expand Service Offerings

to Further Entrench Existing Customer Relationships and Win New Customers.

We have strategically identified

select customers looking for additional related services that would expand our relationships with these customers.

For example, there

is an opportunity to further expand our operations of regional auto storage yards on behalf of major automotive OEMs, which we believe

will lead to future revenue opportunities.

We believe that our expanded scale and other resources will permit us to acquire new customers

that require greater auto transportation and logistics capacity and storage capabilities than those possessed by smaller operators.

also intend to utilize our geographic diversity to pursue additional business from existing customers that operate on a regional or national

basis, such as auto OEMs, leasing companies, insurance companies and automobile auction companies.

Achieve Operating Efficiencies.

the Founding Companies operate under their existing names, we seek to achieve operating efficiencies through improved asset utilization.

Increased route density and backhaul opportunities lead to improved profitability, which we intend to achieve through the combination

of the Founding Companies.

We operate all operations under one integrated transportation management and route planning software, allowing

us to have enhanced visibility and improve equipment utilization.

The integration began immediately upon the closing of the Combinations,

initially focused on consolidating route planning and dispatch software.

These efforts did not and are not expected to have significant

associated expenses as we utilized software already used by some of the Founding Companies.

Such integration may incur financial benefits

as administrative redundancies are removed.

We also believe there will be, and have experienced, opportunities to use our purchasing power

to seek improved pricing in areas such as purchased transportation, fuel, vehicles, and parts, and have created a position tasked with

overseeing collective purchasing.

Maintain Local Expertise.

Members of management of the our subsidiaries have, and companies to be acquired in the future will, maintain local control of

their regional operations and work in coordination with each other, rather than compete, for business opportunities in their local markets.

We believe this approach enables us to take advantage of the local and regional market knowledge, name recognition and customer relationships

Company Drivers segment requires capital expenditures for the purchase of new and replacement revenue equipment.

We use a combination

of financing leases and secured long-term debt to acquire revenue equipment.

When we finance revenue equipment acquisitions with

either financing leases or long-term debt, the asset and liability are recorded on our consolidated balance sheet, and we record

expense under “Depreciation” and “Interest expense”.

We expect our depreciation and interest expense to increase

by changes in the quality and value of our revenue equipment acquired in any given year.

The primary performance indicator in our Company Drivers segment is

operating margin (Company Driver operating revenue, less Company Driver operating expenses, as a percentage of Company Driver operating

Operating margin can be impacted by the rates charged to customers, Company Driver pay, fuel, trucking and maintenance expense.

our Subhaulers segment, we generate revenue by independent owner operators (who run under our U.S.

Department of Transportation (“DOT”)

authority) and independent third-party carriers, which assist in transporting autos for customers in our OEM contract and spot arrangements, and

secondary market auto moves.

We maintain the customer relationship, including billing and collection, but outsource the transportation

of the loads.

The main factors that affect operating revenue in our Subhaulers segment are our customers’ excess inventory needs,

the rates we obtain from customers, the auto volumes we ship through the Subhaulers segment and our ability to secure capacity using

independent contractors and carriers.

most significant expense of our Subhaulers segment, which is primarily variable, is the cost of purchased transportation that we pay

to independent contractors and third-party carriers and is included in the “Purchased transportation” line item.

expense generally varies directly with the amount of Subhauler revenue, rates paid to independent contractors and third party carriers

and current demand and customer shipping needs.

Other operating expenses are generally fixed and primarily include the compensation and

benefits of non-driver employee personnel supporting this segment (which are recorded in the “Salaries, wages and benefits”

primary performance indicator in our Subhaulers segment is operating margin (Subhauler operating revenue, less Subhauler operating expenses,

as a percentage of Subhauler operating revenue).

Operating margin can be impacted by the rates charged to customers and the rates paid

to third-party carriers.

strategy is to be one of the nation’s leading providers of auto transportation and logistics services by focusing on broadening

our platform and expanding our service offerings while maintaining the high quality of our existing services and increasing our

operational efficiency.

We intend to achieve this objective by executing the following business strategies:

Organic Growth by Offering Consistent Capacity and Consistently High-Quality Service to Expand Existing Relationships.

We believe that the ability to supply transportation equipment capacity and timely, professional and dependable service at a reasonable

price are the most important factors in maintaining and expanding customer relationships in the auto transportation and logistics industry.

We intend to use our scale to offer customers consistent transportation equipment capacity and our financial strength to invest ongoing

in our capacity.

We are building upon the proven practices of the Founding Companies in areas such as dispatching technology, driver

training and professionalism, preventive maintenance and safety.

We cross-sell the consistently high-quality service across

our network to existing customers.

Service Offerings to Further Existing Customer Relationships and Win New Customers.

We have strategically identified select customers

looking for additional related services that would expand our relationships with these customers.

For example, there is an opportunity

to further expand our operations of regional auto storage yards on behalf of major automotive OEMs, which could lead to future revenue

opportunities.

We believe that our expanded scale and other resources will permit us to acquire new customers that require greater auto

transportation and logistics capacity than those possessed by smaller operators.

We also intend to utilize our geographic diversity to

pursue additional business from existing customers that operate on a regional or national basis, such as auto OEMs, leasing companies,

insurance companies and automobile auction companies.

Operating Efficiencies.

We seek to achieve operating efficiencies through improved asset utilization.

Increased route density

and backhaul opportunities lead to improved profitability.

We operate all operations under an integrated transportation management and

route planning system, allowing us to have enhanced visibility and improve equipment utilization.

The integration was completed in 2025.

We have also captured, and will continue to pursue, opportunities to use our purchasing power to seek improved pricing in areas such

as fuel, vehicles parts, and services.

Local Expertise.

Members of management of our subsidiaries have, and companies to be acquired in the future will, maintain local

expertise in operations and work in coordination with each other, rather than compete, for business opportunities in regional markets.

We believe this approach enables us to take advantage of local and regional market knowledge, name recognition and customer relationships

possessed by each acquired company, while still allowing us to bring greater operating efficiency to the larger platform.

We believe this

structure will be attractive to owners who desire to benefit from being part of a larger platform and the efficiencies of that structure.

We hired a vice president who will be responsible for overseeing and approving the pricing and bids of each of our subsidiaries, such

that the subsidiaries will not be competing against each other despite maintaining existing regional operations.

Optimize Asset Flexibility.

We own and operate a meaningful percentage of the tractors and trailers we utilize in our daily operations, as opposed to predominantly

outsourcing to owner-operators or sub-haulers.

For the years ended December 31, 2024 (successor) and December 31, 2023

(predecessor), 36%, and 32%, respectively, of our combined revenue came from company-operated vehicles and we expect those percentages

to increase in the future.

We believe this approach allows us to maximize our profitability because it permits us to manage down underlying

operating costs versus paying a higher fixed percentage of revenue to third-party haulers.

This approach also provides more certainty

to our customers because of the Company’s ability to provide guaranteed capacity in an increasingly complex market.

companies, we believe we have more favorable purchasing opportunities with our vendors that allow us to add more Company trucks and Company

At the same time, we utilize a diversified approach to securing additional capacity to service our customers where we do not

currently possess significant network density.

Acquisition Strategy

Expand Within Existing

Geographic Markets and Select New Markets.

The auto transportation and logistics industry is highly fragmented, with the majority

of the industry represented by smaller, regional providers representing attractive tuck-in acquisition opportunities.

We see opportunity

with regional providers that overlap with our geographic footprint that would improve our network density in select geographies and add

new customers.

We believe there will be significant opportunities to acquire and integrate these smaller acquisition candidates into our

existing infrastructure, providing opportunities for cost synergies and cross-selling.

In addition, we may seek to vertically integrate

our operations by acquiring companies that offer complementary services that we do not currently offer.

There are several new geographic

regions where we have expanded and can expand our footprint via acquisition of smaller regional providers.

When pursuing an acquisition,

we intend to acquire established, high-quality companies in markets where we can establish a leading market position to serve as

core businesses into which additional operations may be consolidated.

We believe that the commitment

to consistent, high-quality service demonstrated by the Founding Companies has produced long-term relationships with many existing customers

and positions us to expand market penetration through the use of enhanced sales and marketing efforts.

The chart below indicates the

tenure (i.e., the maximum number of years the customer has been served by one of the Founding Companies) of our top 12 customers:

Mercedes-Benz

General Motors

We generally focus our marketing

efforts on large commercial accounts, including auto manufacturers, rental car companies, auto auctions, and auto dealerships.

augmented the capabilities and contacts of the Founding Companies with a sales program designed to identify significant target customers

and expand working relationships with existing customers.

Although we generally have

a diverse customer base, four customers, General Motors, Glovis (the logistics arm of Hyundai and Kia), BMW and Ford account for roughly

49.6% of our combined operating revenue in 2024.

Our business with these five companies, like all other new car delivery contracts, generally

run from three to five years within a certain geographic region, though more recently, some OEM customers are agreeing to longer five-to-ten-year

We currently operate under 125 individual contracts with our customers, with no single contract representing more than

7% of our 2024 combined revenue.

Historically, all contracts have required public re-bidding upon termination of the contract;

however, if the service levels are good, there is a high likelihood that the incumbent carrier will retain the business.

Today, many contracts

include automatic extensions and OEMs are generally more open to private rate negotiations with incumbent carriers as opposed to a public

bidding process.

As an industry leader, we should benefit from these changes in contract structure and process.

We expect that our

existing customers will continue to account for a significant percentage of our revenue for the foreseeable future.

Asset Flexibility.

We own and operate a meaningful percentage of the tractors and trailers we utilize in our daily operations.

For the years ended December 31, 2025 and December 31, 2024, 36%, and 36%, respectively, of our combined revenue came from

Company-operated vehicles and we expect those percentages to increase in the future.

We believe this approach allows us to maximize

our profitability because it permits us to manage underlying operating costs versus paying a higher fixed percentage of revenue to independent

contractors and third-party haulers.

This approach also provides more certainty to our customers because of the Company’s

ability to provide capacity in an increasingly complex market.

At the same time, we utilize a diversified approach to securing additional

capacity to service our customers where we do not currently possess significant Company driver network density.

Within Existing Geographic Markets and Select New Markets.

The auto transportation and logistics industry is highly fragmented,

with the majority of the industry represented by smaller, regional providers representing attractive tuck-in acquisition opportunities.

We see opportunity with regional providers that overlap with our geographic footprint that would improve our network density in select

geographies and add new markets and/or customers.

We believe there will be significant opportunities to acquire and integrate these smaller

acquisition candidates into our existing infrastructure, providing opportunities for cost synergies and cross-selling.

In addition, we

may seek to vertically integrate our operations by acquiring companies that offer complementary services that we do not currently offer.

There are several new geographic regions where we have expanded and can expand our footprint via acquisition of smaller regional providers.

When pursuing an acquisition, we intend to acquire established, high-quality companies in markets where we can establish a leading

market position to serve as core businesses into which additional operations may be consolidated.

believe that the commitment to consistent, high-quality service demonstrated by the Founding Companies and subsequently-acquired entities

has produced long-term relationships with many existing customers and positions us to expand market penetration through the use of enhanced

sales and marketing efforts.

we generally work with customers across the automotive OEM landscape, five OEM customers accounted for roughly 59% of our combined operating

revenue in 2025.

Our business with these five OEMs, across several contracts and contracted locations, with varying term dates, generally

run an average of three to five years within a certain geographic region.

We currently operate under 129 disparate contracts

with our customers, with no single contract representing more than 7% of our 2025 combined revenue.

Generally, contracts have required

re-bidding leading into termination of the contract;

however, if the service levels are good, there has been a high likelihood that the

incumbent carrier will retain the business.

Many contracts include automatic extensions and OEMs are often open to private negotiations

with incumbent carriers While the current automotive transportation landscape is highly competitive, in light of tariff and EV

investment right-sizing, combined with an uncertain consumer economy, which challenge automotive customers, we expect that our existing

customers will continue to account for a significant percentage of our revenue for the foreseeable future.

The loss of a significant

customer, including any of the top five, could have a material adverse effect on our business, financial condition and results of operations.

The provision of auto transportation

and logistics services is competitive.

Competition for the delivery of auto transportation and logistics services is based primarily on

quality, service, timeliness, price, and geographic proximity.

We compete with certain large auto transportation and logistics companies

on a regional and local basis, some of which may have greater financial and marketing resources than us.

We also compete with many smaller

local companies, which may have lower overhead cost structures than us and may, therefore, be able to provide their services at lower

rates than us.

We believe that we can compete effectively because of our high-quality service, geographic scope, broad range of services

offered, experienced management and operational economies of scale.

We differentiate ourselves from our competition in terms of service

and quality by investing in training, systems and equipment and by offering a broad range of products and services, and in terms of timeliness

and geographic proximity by establishing facilities and vehicles in targeted geographic markets so that we are positioned to provide timely

deliveries in response to orders from the auto companies.

We may also face competition

for acquisition candidates from companies which are attempting, or may attempt in the future, to consolidate towing and transport service

Some of our current or future competitors may be better positioned than us to finance acquisitions, to pay higher prices for

acquisition candidates pursued by us, or to finance their internal operations.

We expect to experience significant

fluctuations in quarterly operating results due to a number of factors, including the timing of auto production and sales and acquisitions

and related costs;

customer, or multiple contracts within a given customer, could have a material adverse effect on our business, financial condition and

results of operations.

provision of auto transportation and logistics services is competitive.

Competition for the delivery of auto transportation and logistics

services is based primarily on quality, service, timeliness, price, and geographic proximity.

We compete with certain large auto transportation

and logistics companies on a national, regional and/or local basis.

We also compete with many smaller regional and local companies, which

may have lower overhead cost structures than us and may, therefore, be able to provide their services at lower rates than us.

that we can compete effectively because of our high-quality service, geographic scope, broad range of services offered, experienced management

and operational economies of scale.

We differentiate ourselves from our competition in terms of service and quality by investing in training,

systems and equipment and by offering a broad range of services and capabilities across a national footprint.

may also face competition for acquisition candidates from companies which are attempting, or may attempt in the future, to consolidate

towing and transport service providers.

Some of our current or future competitors may be better positioned than us to finance acquisitions,

to pay higher prices for acquisition candidates pursued by us, or to finance their internal operations.

Despite this, we have shown discipline

through a set of defined acquisition criteria that span strategic and financial attributes to position ourselves for accretive acquisitions

that align with our stated growth plans.

expect to experience significant fluctuations in quarterly operating results due to a number of factors, including the timing of auto

production and sales and acquisitions and related costs;

our success in integrating acquired companies;

the loss of significant customers or contracts;

the timing of expenditures

for new equipment and the disposition of used equipment;

price changes in response to competitive factors;

the gain or loss of significant

customers or contracts;

the timing of expenditures for new equipment and the disposition of used equipment;

price changes in response

to competitive factors;

and general economic conditions.

As a result of these fluctuations, results for any one quarter should not be relied upon as being indicative of performance in future

Government Regulation and Environmental

Auto transportation and logistics

services are subject to various federal, state and local laws and regulations regarding equipment, driver certification, training and

recordkeeping, and workplace safety.

Our vehicles and facilities are subject to periodic inspection by the U.S.

Department of Transportation

and similar state and local agencies.

Our failure to comply with such laws and regulations could subject us to substantial fines and

could lead to the closure of operations that are not in compliance.

In addition, certain government contracting laws and regulations

may impact our ability to acquire complementary businesses in a given city or county.

We have numerous federal, state and local licenses

and permits for the conduct of their respective businesses.

Any failure by us to obtain such licenses and permits or delay in our receipt

of such licenses and permits could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject

to a number of federal, state and local laws and regulations relating to the storage of petroleum products, hazardous materials and impounded

vehicles, as well as safety regulations relating to the upkeep and maintenance of our vehicles.

In particular, our operations are subject

to federal, state and local laws and regulations governing leakage from salvage vehicles, waste disposal, the handling of hazardous substances,

environmental protection, remediation, workplace exposure and other matters.

We believe that we are in substantial compliance with all

such laws and regulations and do not currently anticipate that we will be required to expend any substantial amounts in the foreseeable

future in order to meet current environmental or workplace health and safety requirements.

It is possible that an environmental claim

could be made against us or any of the Founding Companies or that one or more of them could be identified by the Environmental Protection

Agency, a state agency, or one or more third parties as a potentially responsible party under federal or state environmental laws.

we or any of the Founding Companies were to be named a potentially responsible party, we could be forced to incur substantial investigation,

legal and remediation costs, which could have a material adverse effect on our business, financial condition and results of operations.

Safety and Training

We are committed to focusing

on and emphasizing safety and training.

We utilize a variety of programs to improve safety, including regular driver training and certification,

drug testing and safety bonuses.

We utilize these and other proven practices throughout our operations to ensure that all employees comply

with safety standards established by us, our insurance carriers and federal, state and local laws and regulations.

In addition, we promote

an emphasis on an accident-free environment.

We believe that our emphasis on safety and training will assist us in attracting and retaining

quality employees.

Facilities and Vehicles

We operate 50 leased facilities that are used to park, repair and maintain

transport vehicles.

All of our facilities are leased from other parties and, in three cases, those parties are former owners or affiliates

As a result of these fluctuations, results for any one quarter should not be

relied upon as being indicative of performance in future quarters.

transportation and logistics services are subject to various federal, state and local laws and regulations regarding equipment, driver

certification, training and recordkeeping, classification of employees or independent contractors and workplace safety.

and facilities are subject to periodic inspection by the U.S.

Department of Transportation and other state and local agencies.

to comply with such laws and regulations could subject us to substantial fines and could lead to the closure of operations that are not

in compliance.

In addition, certain government contracting laws and regulations may impact our ability to acquire complementary businesses

in a given city or county.

We have numerous federal, state and local licenses and permits for the conduct of their respective businesses.

Any failure by us to obtain or maintain such licenses and permits or delay in our receipt of such licenses and permits could have a material

adverse effect on our business, financial condition and results of operations.

operations are subject to a number of federal, state and local laws and regulations relating to the storage of petroleum products, hazardous

materials and impounded vehicles, as well as safety regulations relating to the upkeep and maintenance of our vehicles.

In particular,

our operations are subject to federal, state and local laws and regulations governing leakage from salvage vehicles, waste disposal,

the handling of hazardous substances, environmental protection, remediation, workplace exposure and other matters.

We believe that we

are in substantial compliance with all such laws and regulations and do not currently anticipate that we will be required to expend any

substantial amounts in the foreseeable future in order to meet current environmental or workplace health and safety requirements.

is possible that an environmental claim could be made against us or one of our affiliated or subsidiary entities or that one or more

of them could be identified by the Environmental Protection Agency, a state agency, or one or more third parties as a potentially responsible

party under federal or state environmental laws.

If we or any affiliated or subsidiary entity were to be named a potentially responsible

party, we could be forced to incur substantial investigation, legal and remediation costs, which could have a material adverse effect

on our business, financial condition and results of operations.

are committed to a strong safety culture, supported by programs, policies and training, and importantly, the active engagement of, and

commitment by, all personnel in safe practices and operations.

We utilize a variety of programs to improve safety, including regular

driver training and coaching, a robust compliance program, including drug and alcohol testing, technology monitoring tools and regular

reporting and recognition of safety performance.

We utilize these and other proven practices throughout our operations to ensure that

all employees comply with safety standards established by us, our customers, insurance carriers and federal, state and local laws and

We believe that our emphasis on safety and training, and the continuous improvement thereof, will assist us in attracting

and retaining quality employees.

and Sustainability

Company recognizes that climate change presents both risks and opportunities for its auto transport operations.

To address these, the

Company utilizes an Enterprise Risk Management (“ERM”) framework and related processes to guide environmental and sustainability

Under this framework, climate-related and other sustainability risks are identified, assessed, prioritized, managed, and monitored

by functional senior leaders, with periodic reporting to the Nominating and Governance Committee of the Board of Directors.

leadership of the Company’s sustainability initiatives is provided by the Vice President of Maintenance and Equipment and the Vice

President of Safety and Risk Management.

These senior leaders oversee key operational functions relevant to these efforts, including

equipment management, maintenance practices, physical facilities, driver development, safety, compliance, and risk management.

Company integrates climate considerations into its operational strategy through targeted initiatives designed to reduce greenhouse gas

(“GHG”) emissions, enhance fuel efficiency, and mitigate environmental impact.

Primary areas of focus include:

Behavior and In-Cab Telematics — Deployment of telematics systems and real-time driver

coaching tools to enhance safety, promote fuel-efficient practices, reduce harsh maneuvering

events, and lower associated emissions.

Management and Maintenance — Use of maintenance technologies for proactive vehicle

servicing, with emphasis on tire management programs (including pressure monitoring and regular

rotations), intended to improve fuel economy and reduce CO₂ emissions.

and Emissions Strategy — Exclusive use of renewable diesel and biodiesel fuel blends

(up to B20) where available, along with continued maintenance of certification under the

Environmental Protection Agency’s SmartWay program.

efforts address transition risks (e.g., evolving regulations) and physical risks (e.g., severe weather), while supporting long-term operational

resilience and stakeholder value.

Company monitors certain key performance indicators related to fuel efficiency, GHG emissions intensity, and environmental impact, such

as fuel consumption per vehicle-mile traveled, recycling quantification and equipment emission controls.

is derived from internal sources (e.g., telematics, fuel cards, maintenance records).

The Company may refine or expand its KPIs in future

periods to align with evolving sustainability objectives, regulatory developments, and industry benchmarks, such as Environmental Protection

Agency (“EPA”) SmartWay performance metrics.

No assurances are provided regarding achievement of specific outcomes, as results

depend on factors including fuel availability, operational conditions, and external influences.

initiatives, including testing new equipment, leveraging alternative fuel technologies, and implementing consistent equipment maintenance

practices, are designed to contribute to emissions reductions and enhance operational efficiencies.

Company manages fuel purchasing to optimize supply security and cost.

Our fleet exclusively utilizes renewable diesel and biodiesel blends,

with biodiesel content up to 20% (“B20”), maintaining compatibility with existing equipment and infrastructure.

As a participant

in the EPA SmartWay program, we leverage verified efficiency technologies and best practices—such as tire pressure management,

speed management, driver training, vehicle maintenance, and route optimization initiatives—to further reduce fuel consumption,

lower operating costs, and minimize emissions.

2025, we strategically sourced bulk volumes for an on-site California terminal for reliability, while securing discounts on the majority

of purchases at retail truck stops.

Fuel purchased and stored at our dedicated California facility remains fully compliant with applicable

regulations, including California Air Resources Board (“CARB”) diesel fuel standards and approved pathways for renewable

diesel and biodiesel blends.

Recent 2025 amendments to the Advanced Clean Fleets (“ACF”) regulation have limited its zero-emission

vehicle (“ZEV”) purchase mandates primarily to state and local government fleets, eliminating near-term transition requirements

or alternative fuel restrictions for private fleet operations like ours.

2026, all operating companies are expected to complete the transition to a centralized contracted fuel purchasing program.

This initiative

enables precise tracking and reporting of cost savings achieved through negotiated preferential rates at designated fueling sites, further

enhancing our fuel cost management and operational efficiency.

majority of our customer contracts include fuel surcharge provisions that reimburse the Company for fuel costs incurred in operations,

providing additional protection against price volatility and reinforcing our overall cost-control framework.

operate out of 57 facilities, where we park, repair and maintain transport vehicles, conduct local operations and/or originate/load vehicles

for transport.

Our facilities are generally leased from other parties and, in three cases, those parties are former owners or affiliates

of the Founding Companies.

See Note 17 “Related Party Transactions.” Many of our facilities are capable of being utilized

at higher capacities, if necessary.

We will seek to consolidate facilities and vehicle storage capacity in the future.

We operated a fleet of roughly

1,145 auto transport vehicles and trailers as of December 31, 2024.

Our fleet consists both of Company-owned tractors and trailers

and those run by owner-operators and sub-haulers.

We intend to own and operate a significant percentage of the tractors and trailers we

utilize in our daily operations, as opposed to primarily outsourcing to owner-operators or sub-haulers.

When needed, we have access to

a vast network of sub-haulers to fulfill client needs.

We believe these vehicles are generally well-maintained and adequate for our current

Risk Management, Insurance and Litigation

The primary risks in our operations

include bodily injury, property damage, workers’ compensation claims and, potentially, environmental and land use claims.

the Combinations, we began consolidating insurance on a Company-wide basis, subject to customary deductibles.

We have been, from time

to time, parties to litigation arising in the ordinary course of their respective businesses, most of which involves claims for personal

injury or property damage incurred in connection with their operations.

The Company is not currently involved in any litigation that the

Company believes will have a material adverse effect on our business, financial condition or results of operations, except as set forth

at higher capacities, as market conditions change.

We have consolidated certain facilities as common geographies have presented opportunities,

and we will seek to be efficient in balancing coverage versus growth capacity at facilities in the future.

We own a fleet of roughly 800 auto transport vehicles and trailers

as of December 31, 2025.

we had approximately 671 employees and an extensive network of independent contractors and sub-haulers.

None of our employees are subject

to collective bargaining agreements.

We recognize that our continued

ability to attract, retain and motivate exceptional employees is vital to ensuring our long-term competitive advantage.

Our employees

are critical to our long-term success and are essential to helping us meet our goals.

Among other things, we support and incentivize

our employees in the following ways:

Talent Development, Compensation and Retention.

We strive to provide our employees with a rewarding work environment, including the opportunity for growth, success and professional development.

We provide our employees with competitive salaries and bonuses, development programs that enable continued learning and growth and a robust employment package — all designed to attract and retain a skilled and diverse workforce.

Our available truck capacity consists both of Company-owned tractors and trailers, operated by Company drivers,

and owned equipment leased to independent contractors and third parties.

We intend to own and operate a significant percentage of the

tractors and trailers we utilize in our daily operations, as opposed to primarily leasing equipment to owner-operators or sub-haulers.

When needed, we have access to a vast network of sub-haulers who own their own equipment to support fulfillment of client needs.

Company-owned

tractors and trailers are well-maintained, and equipment that operates on behalf of our customers is required to meet equipment and maintenance

standards and applicable laws and regulations.

We believe that the fleet we own, as well as the subhaul fleet that operates to support

our business, is adequate for our current operations.

In addition, at December 31, 2025 we had 113 owner operators who own their own equipment

who run under our DOT authorities.

Management, Insurance and Litigation

The primary risks in our operations include bodily injury, property

damage, workers’ compensation claims and, potentially, environmental and land use claims.

Following the Combinations, we began consolidating

insurance coverage on a Company-wide basis, subject to customary deductibles.

We have been, from time to time, parties to litigation arising

in the ordinary course business, most of which involve claims for personal injury or property damage.

The Company is not currently involved

in any litigation that the Company believes will have a material adverse effect on our business, financial condition or results of operations.

See Note 18 of the accompanying consolidated financial statements of the Company, “Commitments and Contingencies”.

of December 31, 2025, we had approximately 825 employees.

None of our employees are subject to collective bargaining agreements.

recognize that our continued ability to attract, retain and motivate exceptional employees is vital to ensuring our long-term competitive

Our employees are critical to our long-term success and are essential to helping us meet our goals.

Among other things, we

support and incentivize our employees in the following ways:

Talent Development,

Compensation and Retention.

We strive to provide our employees with a rewarding work environment, including

the opportunity for growth, success and professional development.

We provide our employees with competitive salaries and bonuses,

development programs that enable continued learning and growth and a robust benefits package — all designed to attract

and retain a skilled and diverse workforce.

Health and Safety.

and well-being of our employees is our top priority.

We support the health and safety of our employees by providing health care, retirement

planning, paid time off and other benefits, which are intended to assist employees to manage their well-being.

Information about our Executive

The safety and well-being of our employees is our top priority.

We support the health and safety of our employees

by providing health care, retirement planning, paid time off and other benefits, which are intended to assist employees to manage

their well-being.

about our Executive Officers

following table summarizes information about each one of our executive officers as of December 31, 2025.

3 unchanged sentences

Chief Financial Officer, Secretary

O’Dell has served as our Chief Executive Officer and a member of our Board of Directors since our IPO.

has served as the Non-Executive Chairman of the Board of Directors of Saia since April 2020.

O’Dell served as Chief Executive

Officer of Saia from December 2006 until his retirement in April 2020.

O’Dell joined Saia in 1997 and served in various executive

and financial positions until his appointment as Chief Executive Officer.

O’Dell also has experience in public accounting as

a certified public accountant.

O’Dell graduated with a bachelor’s degree in Accounting from the University of Kansas.

O’Dell has served as our Chief Executive Officer and a member of our Board of Directors since our

O’Dell has served as the Non-Executive Chairman of the Board of Directors of Saia since April 2020.

O’Dell served

as Chief Executive Officer of Saia from December 2006 until his retirement in April 2020.

O’Dell joined Saia in 1997 and served

in various executive and financial positions until his appointment as Chief Executive Officer.

O’Dell also has experience in

public accounting as a certified public accountant.

O’Dell graduated with a bachelor’s degree in Accounting from the

University of Kansas.

Rice has served as our President and Chief Operating Officer since August 2024.

Rice served in various roles at CSX, a Class I

freight railroad and transportation provider, from 2011 – 2019, including as Vice President, Coal and Intermodal Operations from

2018 – 2019, Vice President, Strategic Planning from 2017-2018, Vice President of Operations Planning and Performance in 2017 and

Vice President of Finance in 2017.

Rice served in various

roles at CSX, a Class I freight railroad and transportation provider, from 2011 – 2019, including as Vice President, Coal and Intermodal

Operations from 2018 – 2019, Vice President, Strategic Planning from 2017-2018, Vice President of Operations Planning and Performance

in 2017 and Vice President of Finance in 2017.

More recently, Ms.

Rice served as the chief executive officer of Sy-Klone International, a private

manufacturer of fine dust filtration systems, from 2019 to 2023.

Rice has been a board member of Firan Technology Group Corporation

Rice has a Masters of Business Administration from the Ross School of Business of the University of Michigan and an undergraduate

business degree from Emory University.

Brad Wright —

Rice served as the chief executive officer of Sy-Klone International,

a private manufacturer of fine dust filtration systems, from 2019 to 2023.

Rice was a board member of Firan Technology Group Corporation

(TSX) from 2022 to 2025.

Rice has a Masters of Business Administration from the Ross School of Business of the University of Michigan

and an undergraduate business degree from Emory University.

Wright has served as our Chief Financial Officer and Secretary since our IPO.

Wright was most recently the Chief Financial Officer

and a member of the Board of Directors of PMC Consolidated Holdings, LLC, the parent company of Protect My Car, a Crestview Partners portfolio

company (until its sale that closed in August 2023) providing extended auto warranty plans to consumers, since September 2018.

From September

2017 through March 2018, Mr.

Wright was the interim Chief Financial Officer of Eurasia Group, a global consultancy firm.

From February

2008 through July 2017, Mr.

Wright served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of FBR

& Co., the NASDAQ-listed parent company of Friedman, Billings Ramsey Capital Markets & Co., an investment banking and institutional

brokerage firm.

Wright earned a bachelor’s degree in Business Administration with an emphasis in Accounting from Nebraska Wesleyan

University (1982).

Available Information

The Company maintains a website

at the following address:

Wright was most recently

the Chief Financial Officer and a member of the Board of Directors of PMC Consolidated Holdings, LLC, the parent company of Protect My

Car, a Crestview Partners portfolio company (until its sale that closed in August 2023) providing extended auto warranty plans to consumers,

since September 2018.

From September 2017 through March 2018, Mr.

Wright was the interim Chief Financial Officer of Eurasia Group, a

global consultancy firm.

From February 2008 through July 2017, Mr.

Wright served as Executive Vice President, Chief Financial Officer

and Chief Administrative Officer of FBR & Co., the NASDAQ-listed parent company of Friedman, Billings Ramsey Capital Markets &

Co., an investment banking and institutional brokerage firm.

Wright earned a bachelor’s degree in Business Administration with

an emphasis in Accounting from Nebraska Wesleyan University (1982).

Company maintains a website at the following address:

http://www.proficientautologistics.com.

The information on the Company’s website is not incorporated by reference

in this Annual Report.

We make available on or through

our website reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

These include our Annual Reports on Form 10-K, our Quarterly Reports on Form

10-Q, our Current Reports on Form 8-K and amendments to these reports.

We make this information available on our website free of charge

as soon as reasonably practicable after we electronically file the information available with, or furnish it to, the SEC.

maintains a website at the following address, through which this information is available:

The information on the Company’s

website is not incorporated by reference in this Annual Report.

make available on or through our website reports and amendments to those reports that we file with, or furnish to, the SEC in accordance

with the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These include our Annual Reports on Form 10-K,

our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to these reports.

We make this information available

on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to,

The SEC also maintains a website at the following address, through which this information is available:

http://www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business