Item 5. Market for Registrant’s Common Equity
Item
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market
Information
Our
common stock is listed on The Nasdaq Stock Market under the symbol “PAL”.
(b) Holders
As
of March 25, 2026, there were 21 holders of record of our common stock.
Common
Stock
As
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.
Preferred
Stock
As
of December 31, 2025, we had 10,000,000 preferred shares authorized at a par value of $0.01, of which no shares were outstanding.
(c) Dividends
We
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
Authorized for Issuance Under Equity Compensation Plan
For
a description of securities authorized under our equity compensation plans, see Part III, Item 12 of this Annual Report.
(e) Stock
Performance Graph
The
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.
The
stock price performance included in the graph above is not necessarily indicative of future stock price performance.
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(f) Recent
Sales of Unregistered Securities
On
December 21, 2023, the Company entered into the Combination Agreements with the equity owners of the Founding Companies pursuant to which
the Company agreed to acquire the Founding Company for a combination of cash and shares of the Company’s common stock. The consideration
paid in the Combinations (which closed on May 13, 2024) consisted of cash (including certain amounts payable as bonuses to certain key
employees and certain amounts payable to reimburse certain Founding Companies for pre-closing capital expenditures) of approximately
$177.4 million (subject to certain adjustments), and 6,978,191 shares of the Company’s common stock (provided, that 541,866
of these shares of common stock were held back to satisfy the indemnification obligations of certain of the Founding Companies for a
period of 12 months following the closing of the IPO). All such shares were issued in private offerings pursuant to Section 4(a)(2) of
the Securities Act and applicable state securities laws.
The
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 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.
Prior
to the IPO, the Company entered into various subscription agreements with certain natural persons pursuant to which they agreed to purchase
an aggregate of 2,939,130 shares of common stock, made in a private offering pursuant to Section 4(a)(2) of the Securities
Act and applicable state securities laws.
On
August 16, 2024, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), between PAL Stock Acquiror, Inc. and
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, at the time of acquisition utilizing a fleet of 76 tractors and 76 trailers.
In
connection with the ATG Transaction, the Company paid the sellers cash consideration of approximately $28.4 million (after certain pre-closing
adjustments) and issued to the sellers approximately 1.07 million shares of the Company’s Common Stock, approximately 105,000 of
which have been held back to secure certain of the seller’s post-closing adjustment and indemnification obligations. The purchase
price is subject to customary post-closing adjustments. The cash portion of the ATG Transaction consideration was funded by cash on the
Company’s consolidated balance sheet and borrowings under available credit facilities.
On
April 1, 2025, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), between PAL Stock Acquiror, Inc. and
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.
In
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. The purchase
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.
(g) Issuer
Purchases of Equity Securities
The
Company did not repurchase any shares of its common stock during the three months ended December 31, 2025.
Item
6. [RESERVED]
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