{"filing":{"accession_number":"0001213900-26-089491","cik":"0001998768","ticker":"PAL","company_name":"Proficient Auto Logistics, Inc","form":"8-K","filing_date":"2026-08-14","report_date":"2026-08-13","primary_document":"ea0301906-8k_proficient.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1998768/000121390026089491/ea0301906-8k_proficient.htm"},"events":[{"id":27779,"run_id":25354,"accession_number":"0001213900-26-089491","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Proficient Services, Inc. completed its acquisition of Hansen \u0026 Adkins Auto Transport on August 13, 2026, pursuant to an Equity Purchase Agreement dated August 10, 2026. The transaction involved an upfront purchase price of approximately $130 million (including $75 million in assumed debt), with 421,354 shares issued to Mr. Hansen and approximately $52 million in cash paid at closing, plus potential earnout payments of up to $22.1 million. The combined enterprise is now the largest auto hauler in the North American market.","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29452,"accession_number":"0001213900-26-089491","item_number":"2.01","item_title":"Completion","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Proficient Services, Inc.'s acquisition of Hansen \u0026 Adkins Auto Transport on August 13, 2026, pursuant to an Equity Purchase Agreement dated August 10, 2026. The transaction involved an upfront purchase price of approximately $130 million (including $75 million in assumed debt), with 421,354 shares issued to Mr. Hansen and approximately $52 million in cash paid at closing, plus potential earnout payments of up to $22.1 million. This is a material acquisition that creates the largest auto hauler in North America and would significantly affect a reasonable investor's assessment of the registrant's business, financial position, and future prospects.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29455,"accession_number":"0001213900-26-089491","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure announces the completion of Proficient's acquisition of Hansen \u0026 Adkins (H\u0026A) as of August 13, 2026. The press release (EX-99.2) explicitly states \"Proficient Auto Logistics Completes Acquisition of Hansen \u0026 Adkins\" and describes the combined enterprise as \"now the largest auto hauler in the North American market\" with significant operational and strategic implications. This is a material acquisition completion that would substantially affect investor assessment of the registrant's size, market position, and future performance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27780,"run_id":25354,"accession_number":"0001213900-26-089491","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Proficient completed a $75 million convertible senior notes offering due 2033, priced on August 11, 2026 with settlement on August 13, 2026. The notes bear a 5.50% interest rate, are convertible into common stock at $6.50 per share (representing a 27.50% premium to the August 11 closing price of $5.10), and have net proceeds of approximately $71.4 million intended to refinance outstanding indebtedness.","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29451,"accession_number":"0001213900-26-089491","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary disclosure in Item 1.01 is the completion of a $75 million convertible senior notes offering on August 13, 2026, with detailed terms regarding interest rate (5.5%), maturity (2033), conversion mechanics, and redemption provisions. While the filing also references completion of the H\u0026A acquisition (disclosed in supplemental exhibits), the Item 1.01 section itself focuses on the debt issuance as the material definitive agreement. The convertible notes represent a significant new direct financial obligation and capital-raising activity material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29453,"accession_number":"0001213900-26-089491","item_number":"2.03","item_title":"Creation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the pricing and issuance of $75 million in convertible senior notes due 2033, with a 5.50% interest rate and conversion features. The press release (EX-99.1) confirms the offering was priced on August 11, 2026, with settlement expected August 13, 2026, and net proceeds of approximately $71.4 million intended to refinance outstanding indebtedness. This is a material debt issuance creating a new direct financial obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29454,"accession_number":"0001213900-26-089491","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of $75 million in convertible senior notes due 2033 to qualified institutional buyers under Section 4(a)(2) exemption. The notes are convertible into common stock at an initial conversion price of $6.50 per share (153.7870 shares per $1,000 principal), representing a 27.50% premium to the August 11, 2026 closing price of $5.10. This is a classic dilutive issuance—unregistered equity securities (convertible debt) sold privately to raise capital, with material dilution potential to existing shareholders upon conversion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29456,"accession_number":"0001213900-26-089491","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on the pricing of a $75 million convertible senior notes offering due 2033, with net proceeds of approximately $71.4 million intended to refinance outstanding indebtedness. While the supplemental exhibits also reference completion of the H\u0026A acquisition, the Item 8.01 filing itself is focused on the debt issuance announcement. The convertible notes constitute a material direct financial obligation creating new debt for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29451,"accession_number":"0001213900-26-089491","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary disclosure in Item 1.01 is the completion of a $75 million convertible senior notes offering on August 13, 2026, with detailed terms regarding interest rate (5.5%), maturity (2033), conversion mechanics, and redemption provisions. While the filing also references completion of the H\u0026A acquisition (disclosed in supplemental exhibits), the Item 1.01 section itself focuses on the debt issuance as the material definitive agreement. The convertible notes represent a significant new direct financial obligation and capital-raising activity material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14"},{"id":29452,"accession_number":"0001213900-26-089491","item_number":"2.01","item_title":"Completion","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Proficient Services, Inc.'s acquisition of Hansen \u0026 Adkins Auto Transport on August 13, 2026, pursuant to an Equity Purchase Agreement dated August 10, 2026. The transaction involved an upfront purchase price of approximately $130 million (including $75 million in assumed debt), with 421,354 shares issued to Mr. Hansen and approximately $52 million in cash paid at closing, plus potential earnout payments of up to $22.1 million. This is a material acquisition that creates the largest auto hauler in North America and would significantly affect a reasonable investor's assessment of the registrant's business, financial position, and future prospects.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14"},{"id":29453,"accession_number":"0001213900-26-089491","item_number":"2.03","item_title":"Creation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the pricing and issuance of $75 million in convertible senior notes due 2033, with a 5.50% interest rate and conversion features. The press release (EX-99.1) confirms the offering was priced on August 11, 2026, with settlement expected August 13, 2026, and net proceeds of approximately $71.4 million intended to refinance outstanding indebtedness. This is a material debt issuance creating a new direct financial obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14"},{"id":29454,"accession_number":"0001213900-26-089491","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of $75 million in convertible senior notes due 2033 to qualified institutional buyers under Section 4(a)(2) exemption. The notes are convertible into common stock at an initial conversion price of $6.50 per share (153.7870 shares per $1,000 principal), representing a 27.50% premium to the August 11, 2026 closing price of $5.10. This is a classic dilutive issuance—unregistered equity securities (convertible debt) sold privately to raise capital, with material dilution potential to existing shareholders upon conversion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14"},{"id":29455,"accession_number":"0001213900-26-089491","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure announces the completion of Proficient's acquisition of Hansen \u0026 Adkins (H\u0026A) as of August 13, 2026. The press release (EX-99.2) explicitly states \"Proficient Auto Logistics Completes Acquisition of Hansen \u0026 Adkins\" and describes the combined enterprise as \"now the largest auto hauler in the North American market\" with significant operational and strategic implications. This is a material acquisition completion that would substantially affect investor assessment of the registrant's size, market position, and future performance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14"},{"id":29456,"accession_number":"0001213900-26-089491","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on the pricing of a $75 million convertible senior notes offering due 2033, with net proceeds of approximately $71.4 million intended to refinance outstanding indebtedness. While the supplemental exhibits also reference completion of the H\u0026A acquisition, the Item 8.01 filing itself is focused on the debt issuance announcement. The convertible notes constitute a material direct financial obligation creating new debt for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T12:46:54.961111+00:00","company_name":"Proficient Auto Logistics, Inc","ticker":"PAL","filing_date":"2026-08-14"}]}