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Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-03-31 · 54 added, 39 removed, 34 unchanged (73% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock is listed on The Nasdaq Stock Market under the symbol “PAL”.

As of March 25, 2025, there were 21 holders of record of our common

of March 25, 2026, there were 21 holders of record of our common stock.

of December 31, 2025, we had 50,000,000 common shares authorized at a par value of $0.01, of which 27,834,799 shares were outstanding.

1 unchanged sentence

have never declared or paid cash dividends on our common stock, and we intend to retain our future earnings, if any, to fund the growth

of our business.

We therefore do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Our future decisions

concerning the payment of dividends on our common stock will depend upon our results of operations, financial condition and capital expenditure

plans, as well as any other factors that the Board, in its sole discretion, may consider relevant.

have never declared or paid cash dividends on our common stock.

We expect to prioritize the retention of our future earnings, if any,

to finance the growth and development, operation and expansion of our business.

We therefore do not anticipate paying any cash dividends

on our common stock in the foreseeable future.

Our future decisions concerning the payment of dividends on our common stock will depend

upon our results of operations, financial condition and capital expenditure plans, as well as any other factors that the Board, in its

sole discretion, may consider relevant.

(d) Securities

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Performance Graph

The following graph compares the cumulative return to stockholders

for $100 invested in our common stock relative to the cumulative total returns of the NYSE Composite and NASDAQ Truck & Transportation

for the last fiscal year.

following graph compares the cumulative return to stockholders for $100 invested in our common stock from May 9, 2024, the first date

our common stock traded on Nasdaq, through December 31, 2025 relative to the cumulative total returns of the NYSE Composite and NASDAQ

Truck & Transportation.

In calculating total annual stockholder return, reinvestment of dividends, if any, is assumed.

The indices are

included for comparative purposes only.

This graph is not “soliciting material,” is not deemed filed with the SEC and is not

to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after the date

hereof and irrespective of any general incorporation language in any such filing.

are included for comparative purposes only.

This graph is not “soliciting material,” is not deemed filed with the SEC and

is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after

the date hereof and irrespective of any general incorporation language in any such filing.

stock price performance included in the graph above is not necessarily indicative of future stock price performance.

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the Securities Act and applicable state securities laws.

Registration Statement was declared effective by the SEC on May 8,

2024 and the IPO closed on May 13, 2024.

Stifel, Nicolaus & Company, Incorporated, Raymond James & Associates, Inc.

Registration Statement was declared effective by the SEC on May 8, 2024 and the IPO closed on May 13, 2024.

Stifel, Nicolaus &

Company, Incorporated, Raymond James & Associates, Inc.

and William Blair & Company, L.L.C.

acted as joint book-running managers representatives for the IPO.

Proficient sold 14,333,333

shares of its common stock in the IPO at a public offering price of $15.00 per share.

Proficient also granted the underwriters a 30-day option

to purchase up to an additional 2,149,999 shares of common stock from Proficient at the initial public offering price, less the underwriting

On June 4, 2024, the underwriters purchased 1,435,000 shares of common stock pursuant to their overallotment option.

proceeds from the IPO (including the net proceeds from the partial exercise of the IPO underwriters’ overallotment option) were approximately

$215.2 million, after payment by the Company of underwriting discounts and commission of approximately $16.6 million and expenses of approximately

$4.75 million.

Approximately $178.5 million was used to pay the cash portion of the Combinations consideration payable to the

equity holders of the Founding Companies and approximately $3.0 million was used to pay expenses incurred in connection

with the Combinations.

The remaining net proceeds were used for general corporate purposes, which included working capital and future

acquisitions.

acted as joint book-running

managers representatives for the IPO.

Proficient sold 14,333,333 shares of its common stock in the IPO at a public offering price of

$15.00 per share.

Proficient also granted the underwriters a 30-day option to purchase up to an additional 2,149,999 shares

of common stock from Proficient at the initial public offering price, less the underwriting discount.

On June 4, 2024, the underwriters

purchased 1,435,000 shares of common stock pursuant to their overallotment option.

The net proceeds from the IPO (including the net proceeds

from the partial exercise of the IPO underwriters’ overallotment option) were approximately $215.0 million, after payment by the

Company of underwriting discounts and commission of approximately $16.6 million and expenses of approximately $4.75 million.

Approximately $178.5 million

was used to pay the cash portion of the Combinations consideration payable to the equity holders of the Founding Companies and approximately $3.0 million was

used to pay expenses incurred in connection with the Combinations.

The remaining net proceeds were used for general corporate purposes,

which included working capital and future acquisitions.

to the IPO, the Company entered into various subscription agreements with certain natural persons pursuant to which they agreed to purchase

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PAL Merger Sub, LLC, subsidiaries of the Company, on the one hand, and Auto Transport Group, LC, (“ATG”), each seller identified

therein and Chris Baldwin, solely in his capacity as the representative of the Sellers, on the other hand, the Company completed the acquisition

(the “ATG Transaction”) of ATG.

ATG provides vehicle transportation and shipping services in the Mountain Western region utilizing

a fleet of 76 tractors and 76 trailers.

therein and Chris Baldwin, solely in his capacity as the representative of the Sellers, on the other hand, the Company completed the

acquisition (the “ATG Transaction”) of ATG.

ATG provides vehicle transportation and shipping services in the Mountain Western

region, at the time of acquisition utilizing a fleet of 76 tractors and 76 trailers.

connection with the ATG Transaction, the Company paid the sellers cash consideration of approximately $28.4 million (after certain pre-closing

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Company’s consolidated balance sheet and borrowings under available credit facilities.

April 1, 2025, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), between PAL Stock Acquiror, Inc.

PAL Merger Sub, LLC, subsidiaries of the Company, on the one hand, and Brothers Auto Transport (“Brothers”), each seller

identified therein and Don Carney, solely in his capacity as the representative of the Sellers, on the other hand, the Company completed

the acquisition (the “Brothers Transaction”) of Brothers.

Brothers provides vehicle transportation and shipping services

in the Northeast and Mid-Atlantic area.

connection with the Brothers Transaction, the Company paid the sellers cash consideration of approximately $12.4 million (after certain

pre-closing adjustments) and issued to the sellers approximately 395,322 shares of the Company’s Common Stock, approximately 39,704

of which have been held back to secure certain of the seller’s post-closing adjustment and indemnification obligations.

price is subject to customary post-closing adjustments.

The cash portion of the Brothers Transaction consideration was funded by cash

on the Company’s consolidated balance sheet and borrowings under available credit facilities.

Purchases of Equity Securities

Company did not repurchase any shares of its common stock during the year ended December 31, 2024.

Company did not repurchase any shares of its common stock during the three months ended December 31, 2025.

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 5. Market for Registrant’s Common Equity