Overview
- TickerPAL on Nasdaq2
- IndustryTransportation Services2
- HeadquartersJacksonville, United States2
- Incorporated inDE3
- Business address10057 103Rd Street, Jacksonville, Fl 322103
- Filer category, Emerging growth company3
- Legal formCorporation2
- LEI254900PHUYAS9ZQME9842
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 75114102
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Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the “accounting acquirer”.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Stock-based compensation | $5.5M | ||
| Intangible amortization | $9.8M | $5.7M | |
| Insurance premiums and claims | $757.0K | ||
| General, selling, and other operating expenses | $5.6M | $3.4M | |
| Adjustment of Earn Out Contingency | -$3.1M | ||
| Restructuring Costs | -$1.2M | ||
| Income tax (benefit) expense | -$7.2M | -$1.2M | $2.2M |
| Net (loss) income | -$36.0M | -$8.5M | |
| Basic (in Dollars per share) | -$1.31 | -$0.47 | |
| Basic (in Shares) | 27.6M shares | 17.9M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 2 fiscal years (annual) or 2 quarters (quarterly), latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $14.3M | $15.4M |
| Accounts receivable, less allowance for credit losses (2025 - $826,740; 2024 - $134,372) | $42.2M | $37.4M |
| Net investment in leases, current portion | $126.7K | $266.4K |
| Maintenance supplies | $1.7M | $1.4M |
| Assets held for sale | $28.5K | $265.9K |
| Income tax receivable | $1.8M | $2.9M |
| Prepaid expenses and other current assets | $11.3M | $10.1M |
| Total current assets | $71.4M | $67.7M |
| Property and equipment, net of accumulated depreciation (2025 - $ 43,500,044; 2024 - $15,541,572) | $115.9M | $122.6M |
| Operating lease right-of-use assets | $12.6M | $11.0M |
| Net investment in leases, less current portion | $21.8K | $175.3K |
| Deposits | $6.1M | $4.7M |
| Goodwill | $148.5M | $169.1M |
| Intangible assets, net of accumulated amortization and impairment (2025 - $17,615,109; 2024 - $5,709,360) | $122.8M | $132.5M |
| Other long-term assets | $668.4K | $393.0K |
| Total assets | $478.0M | $508.1M |
| Accounts payable | $8.3M | $9.8M |
| Accrued liabilities | $33.0M | $21.8M |
| Finance lease liabilities, current portion | $8.8K | $89.2K |
| Operating lease liabilities, current portion | $2.2M | $1.8M |
| Long-term debt, current portion | $20.3M | $19.1M |
| Total current liabilities | $63.9M | $52.6M |
| Line of credit | $7.0M | |
| Finance lease liabilities, less current portion | $8.3K | |
| Operating lease liabilities, less current portion | $10.7M | $9.3M |
| Long-term debt, less current portion | $54.0M | $56.3M |
| Deferred tax liability, net | $34.9M | $42.6M |
| Other long-term liabilities | $3.1M | $2.2M |
| Total liabilities | $166.6M | $170.1M |
| Common stock, $0.01 par value; 50,000,000 shares authorized; 27,834,799 and 27,069,114 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively | $278.3K | $270.7K |
| Additional paid in capital | $356.2M | $346.8M |
| (Accumulated deficit) retained earnings | -$45.1M | -$9.0M |
| Total stockholders equity | $311.4M | $338.0M |
| Total liabilities and stockholders equity | $478.0M | $508.1M |
| Less allowance for credit losses | $826.7K | $134.4K |
| Accumulated depreciation | $43.5M | $15.5M |
| Accumulated amortization | $17.6M | $5.7M |
| Common stock par value (in Dollars per share) | $0.01 | $0.01 |
| Common stock, shares authorized (in Shares) | 50.0M shares | 50.0M shares |
| Common stock, shares issued (in Shares) | 27.8M shares | 27.1M shares |
| Common stock, shares outstanding (in Shares) | 27.8M shares | 27.1M shares |
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $14.3M | $15.4M |
| Accounts receivable, less allowance for credit losses (2025 - $826,740; 2024 - $134,372) | $42.2M | $37.4M |
| Net investment in leases, current portion | $126.7K | $266.4K |
| Maintenance supplies | $1.7M | $1.4M |
| Assets held for sale | $28.5K | $265.9K |
| Income tax receivable | $1.8M | $2.9M |
| Prepaid expenses and other current assets | $11.3M | $10.1M |
| Total current assets | $71.4M | $67.7M |
| Property and equipment, net of accumulated depreciation (2025 - $ 43,500,044; 2024 - $15,541,572) | $115.9M | $122.6M |
| Operating lease right-of-use assets | $12.6M | $11.0M |
| Net investment in leases, less current portion | $21.8K | $175.3K |
| Deposits | $6.1M | $4.7M |
| Goodwill | $148.5M | $169.1M |
| Intangible assets, net of accumulated amortization and impairment (2025 - $17,615,109; 2024 - $5,709,360) | $122.8M | $132.5M |
| Other long-term assets | $668.4K | $393.0K |
| Total assets | $478.0M | $508.1M |
| Accounts payable | $8.3M | $9.8M |
| Accrued liabilities | $33.0M | $21.8M |
| Finance lease liabilities, current portion | $8.8K | $89.2K |
| Operating lease liabilities, current portion | $2.2M | $1.8M |
| Long-term debt, current portion | $20.3M | $19.1M |
| Total current liabilities | $63.9M | $52.6M |
| Line of credit | $7.0M | |
| Finance lease liabilities, less current portion | $8.3K | |
| Operating lease liabilities, less current portion | $10.7M | $9.3M |
| Long-term debt, less current portion | $54.0M | $56.3M |
| Deferred tax liability, net | $34.9M | $42.6M |
| Other long-term liabilities | $3.1M | $2.2M |
| Total liabilities | $166.6M | $170.1M |
| Common stock, $0.01 par value; 50,000,000 shares authorized; 27,834,799 and 27,069,114 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively | $278.3K | $270.7K |
| Additional paid in capital | $356.2M | $346.8M |
| (Accumulated deficit) retained earnings | -$45.1M | -$9.0M |
| Total stockholders equity | $311.4M | $338.0M |
| Total liabilities and stockholders equity | $478.0M | $508.1M |
| Less allowance for credit losses | $826.7K | $134.4K |
| Accumulated depreciation | $43.5M | $15.5M |
| Accumulated amortization | $17.6M | $5.7M |
| Common stock par value (in Dollars per share) | $0.01 | $0.01 |
| Common stock, shares authorized (in Shares) | 50.0M shares | 50.0M shares |
| Common stock, shares issued (in Shares) | 27.8M shares | 27.1M shares |
| Common stock, shares outstanding (in Shares) | 27.8M shares | 27.1M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net (loss) income | -$36.0M | -$8.5M | |
| Stock-based compensation | $5.5M | ||
| Depreciation and amortization expense | $88.3K | $5.4K | |
| Interest income | -$31.9K | -$24.5K | -$2.5K |
| Deferred income tax expense (benefit) | -$7.7M | -$1.4M | $857.5K |
| Adjustment of Earn Out Contingency | $3.1M | ||
| Income tax receivable | -$1.1M | ||
| Payment of finance fees | -$386.8K | ||
| Cash paid for taxes | $1.1M |
No quarter-by-quarter statement was filed.
Corporate structure
Proficient Auto Logistics, Inc sits at the top of its group. 23 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Proficient Auto Logistics, Inc
- FMR LLC Filed SCHEDULE 13G/A on Proficient Auto Logistics, Inc, latest Oct 7, 2026 (2 filings since Jun 10, 2024)
- AMERICAN CENTURY INVESTMENT MANAGEMENT INC Filed SCHEDULE 13G/A on Proficient Auto Logistics, Inc, latest Aug 14, 2026 (3 filings since Nov 8, 2024)
- Boston Partners Filed SCHEDULE 13G/A on Proficient Auto Logistics, Inc, latest Aug 4, 2026 (5 filings since May 9, 2025)
- BlackRock Filed SCHEDULE 13G on Proficient Auto Logistics, Inc, latest Apr 24, 2025
- Proficient Auto Logistics, Inc Jacksonville, Florida, United States
- Auto Transport Group, LLC Subsidiary · Delaware, United States
- Brothers Auto Transport, LLC Subsidiary · Delaware, United States
- Delta Auto Brokers, LLC Subsidiary · New Jersey, United States
- Delta Automotive Services, LLC Subsidiary · New Jersey, United States
- Deluxe Auto Carriers, LLC Subsidiary · Delaware, United States
- Deluxe Auto Logistics, LLC Subsidiary · Delaware, United States
- Excel Leasing, LLC Subsidiary · Delaware, United States
- North East Fleet Services LLC Subsidiary · Delaware, United States
- Proficient Auto Logistics Carriers, LLC Subsidiary · Delaware, United States
- Proficient Auto Transport LLC Subsidiary · Delaware, United States
- Proficient Fleet Leasing LLC Subsidiary · Delaware, United States
- Proficient Repair Services, LLC Subsidiary · Delaware, United States
- Proficient Safety Services, LLC Subsidiary · Delaware, United States
- Proficient Services, Inc. Subsidiary · Delaware, United States
- Proficient Truck Leasing, LLC Subsidiary · Delaware, United States
- PROFleet LLC Subsidiary · Delaware, United States
- Sierra Mountain Express, LLC Subsidiary · Delaware, United States
- Sierra Mountain Group LLC Subsidiary · Delaware, United States
- Sierra Mountain Logistics LLC Subsidiary · Delaware, United States
- Sierra Mountain Transport LLC Subsidiary · Delaware, United States
- Tribeca Automotive LLC Subsidiary · Delaware, United States
- West Coast Leasing Company, LLC Subsidiary · Delaware, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Proficient Auto Logistics, Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $138.2M9 Dec 31, 2024 | $34.2M9 Dec 31, 2023 | +303.9% |
| Accumulated depreciation | $43.5M6 Dec 31, 2025 | $15.5M6 Dec 31, 2024 | +179.9% |
| Property and equipment, net | $115.9M6 Dec 31, 2025 | $122.6M6 Dec 31, 2024 | −5.5% |
| Operating-lease assets (leased space) | $12.6M6 Dec 31, 2025 | $11.0M6 Dec 31, 2024 | +15.2% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $148.5M6 Dec 31, 2025 | $169.1M6 Dec 31, 2024 | −12.2% |
| Intangible assets, net (excluding goodwill) | $122.8M6 Dec 31, 2025 | $132.5M6 Dec 31, 2024 | −7.3% |
| Accumulated amortization | $17.6M6 Dec 31, 2025 | $5.7M6 Dec 31, 2024 | +208.5% |
| Finite-lived intangibles, net | $114.9M6 Dec 31, 2025 | $114.9M9 Dec 31, 2024 | 0% |
Properties, in its own words
We operate 57 leased facilities that are used to park, repair and maintain transport vehicles, conduct local operations, originate and load vehicles for transport. All of our facilities are leased from other parties and, in three cases, those parties are former owners or affiliates of the Founding Companies. Many of our facilities are capable of being utilized 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.
Item 2 of the 10-K filed Mar 31, 2026.5
Leadership
Who has led Proficient Auto Logistics, Inc, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerRichard D. Odell May 13, 2024 to now10
- PresidentAmy F. Rice Mar 7, 2025 to now11
- PresidentRoss Berner May 8, 2024 to May 8, 202412
- PresidentRandolph Dale Beggs May 13, 2024 to May 13, 202413
- Chief financial officerBradley J. Wright May 13, 2024 to now14
- Chief operating officerAmy F. Rice Mar 7, 2025 to now11
- Chief operating officerRandolph Dale Beggs May 13, 2024 to May 13, 202413
Board members and other officers (11)
- Senior VP of AdministrationAdam Jeffrey Smith Aug 17, 2026 to now15
- Board memberRohit Lal Mar 2, 2026 to now16
- Board memberRoss Berner May 8, 2024 to May 8, 202412
- Board memberCharles A. Alutto May 13, 2024 to now17
- Board memberDouglas L. Col May 13, 2024 to now18
- Board memberJames B. Gattoni May 13, 2024 to now19
- Board memberJohn Schraudenbach May 13, 2024 to now20
- Board memberJohn Skiadas May 13, 2024 to now21
- Board memberRandolph Dale Beggs May 13, 2024 to May 13, 202413
- Board memberRichard D. Odell May 13, 2024 to now10
- Board memberBrenda R. Frank Oct 30, 2024 to now22
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Auto Transport Group, LLC Delaware4
- Brothers Auto Transport, LLC Delaware4
- Delta Auto Brokers, LLC New Jersey4
- Delta Automotive Services, LLC New Jersey4
- Deluxe Auto Carriers, LLC Delaware4
- Deluxe Auto Logistics, LLC Delaware4
- Excel Leasing, LLC Delaware4
- North East Fleet Services LLC Delaware4
- PROFleet LLC Delaware4
- Proficient Auto Logistics Carriers, LLC Delaware4
- Proficient Auto Transport LLC Delaware4
- Proficient Fleet Leasing LLC Delaware4
- Proficient Repair Services, LLC Delaware4
- Proficient Safety Services, LLC Delaware4
- Proficient Services, Inc. Delaware4
- Proficient Truck Leasing, LLC Delaware4
- Sierra Mountain Express, LLC Delaware4
- Sierra Mountain Group LLC Delaware4
- Sierra Mountain Logistics LLC Delaware4
- Sierra Mountain Transport LLC Delaware4
- Tribeca Automotive LLC Delaware4
- West Coast Leasing Company, LLC Delaware4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Oct 5, 20268-K Regulation FD disclosure23
- Aug 14, 20268-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation24
- Aug 10, 20268-K Entered a material agreement; Results of operations25
- Jun 1, 20268-K Regulation FD disclosure26
- May 7, 20268-K Results of operations; Shareholder vote27
- Mar 2, 20268-K Regulation FD disclosure28
- Feb 26, 20268-K Executive or director change; Regulation FD disclosure29
- Feb 9, 20268-K Results of operations30
- Jan 9, 20268-K Regulation FD disclosure31
- Nov 12, 20258-K Results of operations32
- Aug 11, 20258-K Results of operations33
- Jun 3, 20258-K Regulation FD disclosure34
- May 13, 2024New chief executive Richard D. Odell becomes CEO10
- Jun 13, 2023Founded Proficient Auto Logistics, Inc is founded2
Calendar
Coming up
- Nov 12, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.02) a share, on Nov 11, 2025.35
When it reported results
- Aug 10, 2026Reported quarterly or annual results25
- May 7, 2026Reported quarterly or annual results27
- Feb 9, 2026Reported quarterly or annual results30
- Nov 12, 2025Reported quarterly or annual results32
- Aug 11, 2025Reported quarterly or annual results33
- May 8, 2025Reported quarterly or annual results36
- Feb 11, 2025Reported quarterly or annual results37
- Nov 8, 2024Reported quarterly or annual results38
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
145 filings to the SEC since October 2021: 2 annual reports, 8 quarterly reports, 25 major events, 63 insider forms, 11 large holders, 36 other. The latest 20:
- Oct 7, 2026SCHEDULE 13G/A EDGAR
- Oct 5, 20268-K CURRENT REPORT EDGAR
- Sep 23, 20264 EDGAR
- Aug 27, 20264 EDGAR
- Aug 27, 20264 EDGAR
- Aug 21, 20264 EDGAR
- Aug 19, 2026144 EDGAR
- Aug 17, 20263 EDGAR
- Aug 17, 20263 EDGAR
- Aug 14, 20264 EDGAR
- Aug 14, 20264 EDGAR
- Aug 14, 20264 EDGAR
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Aug 14, 20268-K CURRENT REPORT EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 10, 20268-K CURRENT REPORT EDGAR
- Aug 4, 2026SCHEDULE 13G/A EDGAR
- Jun 3, 2026144 EDGAR
- Jun 1, 20268-K CURRENT REPORT EDGAR
- May 18, 20264 EDGAR
The 145 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
24 open-market trades by officers, directors and large owners since October 2021: 14 buys and 10 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 21, 2026 | Lux Steven FDirector | Buy | 6,000 | $4.01 | $24.1K | Form 4 |
| Aug 19, 2026 | Rice Amy F.President and COO | Sale | 5,808 | $5.61 | $32.6K | Form 4 |
| Aug 14, 2026 | Lal RohitDirector | Buy | 10,000 | $5.53 | $55.3K | Form 4 |
| Aug 13, 2026 | Lal RohitDirector | Buy | 40,000 | $5.43 | $217.2K | Form 4 |
| Aug 13, 2026 | Wright Bradley J.Chief Financial Officer | Buy | 4,000 | $5.55 | $22.2K | Form 4 |
| Aug 13, 2026 | Rice Amy F.President and COO | Buy | 995 | $5.55 | $5.5K | Form 4 |
| May 18, 2026 | ODELL RICHARD DChief Executive Officer | Sale | 27,191 | $5.03 | $136.8K | Form 4 |
| May 15, 2026 | ODELL RICHARD DChief Executive Officer | Sale | 33,743 | $5.08 | $171.4K | Form 4 |
| May 15, 2026 | Wright Bradley J.Chief Financial Officer | Buy | 3,800 | $5.15 | $19.6K | Form 4 |
| Mar 16, 2026 | Lal RohitDirector | Buy | 10,000 | $6.38 | $63.8K | Form 4 |
| Nov 24, 2025 | Skiadas JohnDirector | Sale | 18,270 | $7.27 | $132.8K | Form 4 |
| Nov 21, 2025 | Skiadas JohnDirector | Sale | 41,100 | $7.34 | $301.7K | Form 4 |
| Nov 20, 2025 | Skiadas JohnDirector | Sale | 6,620 | $7.37 | $48.8K | Form 4 |
| Nov 19, 2025 | Skiadas JohnDirector | Sale | 9,010 | $7.23 | $65.1K | Form 4 |
| Aug 15, 2025 | Rice Amy F.President and COO | Sale | 6,100 | $7.82 | $47.7K | Form 4 |
| May 16, 2025 | ODELL RICHARD DChief Executive Officer | Sale | 49,300 | $8.24 | $406.2K | Form 4 |
| May 15, 2025 | ODELL RICHARD DChief Executive Officer | Sale | 15,000 | $8.15 | $122.2K | Form 4 |
| May 12, 2025 | Rice Amy F.President and COO | Buy | 1,200 | $7.59 | $9.1K | Form 4 |
| Feb 27, 2025 | Rice Amy F.President and COO | Buy | 500 | $10.00 | $5.0K | Form 4 |
| Nov 14, 2024 | ODELL RICHARD DChief Executive Officer | Buy | 54,000 | $9.20 | $496.8K | Form 4 |
All 24 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- FMR LLCSCHEDULE 13G/A, 2 filings Jun 10, 2024 to Oct 7, 202639
- AMERICAN CENTURY INVESTMENT MANAGEMENT INCSCHEDULE 13G/A, 3 filings Nov 8, 2024 to Aug 14, 202640
- Boston PartnersSCHEDULE 13G/A, 5 filings May 9, 2025 to Aug 4, 202641
- BlackRockSCHEDULE 13G, 1 filing Apr 24, 202542
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Proficient Auto Logistics, Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARProficient Auto Logistics, Inc1
- CIK0001998768
- Employer ID (EIN)93-18691805
- Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
- Incorporated inDelaware5
- Fiscal year endsDecember 311
- Industry code (SIC)4700 Transportation Services1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address10057 103Rd Street, Jacksonville, FL 322101
- Phone904-772-17751
- Shares outstanding28,052,923 as of Aug 10, 20268
- Public float$362.0M as of Jun 30, 20255
- AuditorGRANT THORNTON LLP, Tulsa, Oklahoma PCAOB ID 248; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceDec 22, 20231
- Filings145 in all: 4 (45), 8-K (23), 3 (16), 10-Q (8), SCHEDULE 13G/A (7), 144 (6), CORRESP (4), UPLOAD (4)1
All 28 form types
DRS/A (3), DRSLTR (3), S-1/A (3), 10-K (2), 8-K/A (2), ARS (2), DEF 14A (2), SC 13G (2), SCHEDULE 13G (2), 3/A (1), 4/A (1), 424B4 (1), 8-A12B (1), CERT (1), DEFA14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), S-8 (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Apr 10, 2026
Latest 8-K (8-K) Oct 5, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.01 par value per share | PAL | NASDAQ |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks Proficient Auto Logistics, Inc names in Item 1A of its 10-K filed Mar 31, 2026: 42 risks under these headings, as written.5
- Risks Related to Our Business and Operations
- Increased competition in the auto transportation and logistics industry could result in a loss of our market share or a reduction in our rates, which could have a material adverse effect on our operations.
- We are highly dependent on the automotive industry and a decline in the automotive industry could have a material adverse effect on our operations.
- We are dependent on a small number of customers for a large portion of our revenue.
- Our business depends upon compliance with numerous government regulations.
- Our engagement of owner-operators and third-party carriers to provide a portion of our capacity exposes us to different risks than we face with our Company drivers.
- We may be adversely impacted by fluctuations in the price and availability of fuel and our ability to collect fuel surcharges.
- We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.
- Our operations expose us to potential environmental liabilities.
- We may be adversely impacted by work stoppages and other labor matters.
- Any unionization efforts or labor regulation changes in certain jurisdictions in which we operate could divert management’s attention and could have a materially adverse effect on our operating results or limit our operational flexibility.
- Sustained periods of severe abnormal weather can have a material adverse effect on our business.
The other 31 risks
- Our growth strategy includes acquisitions, diversification into new specialty transportation businesses and expansion into new geographic markets. We are subject to various risks in pursuing this growth strategy and we may have difficulty in integrating businesses we acquire and may be subject to unexpected liabilities.
- Technological advances are facilitating the development of driverless vehicles, which may materially harm our business.
- The transportation infrastructure continues to be a target of terrorists.
- Ongoing insurance and claims expenses could result in significant expenditures and reduce, and cause volatility in, our earnings.
- Increases in driver compensation or difficulties attracting and retaining qualified drivers, independent contractors or third-party carrier capacity providers could have a materially adverse effect on our profitability.
- In connection with the preparation of the Company’s audited financial statements for the year ended December 31, 2025, a material weakness in the Company’s internal controls over financial reporting was identified and, if our remediation is not effective, or if we fail to maintain an effective system of internal controls over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence and profitability.
- Increased prices for new equipment, trucks and their parts, and the decreased availability of new equipment or the failure of manufacturers to meet their sale obligations could have a materially adverse effect on our business, profitability and operations.
- Our success depends in part on the contributions of our executives and managers, including those who were employees of the Founding Companies.
- Our business may be seriously harmed if we fail to maintain, upgrade, enhance, protect, and integrate our information technology systems.
- Information technology risks, including the risk of cyberattacks, may disrupt our business, result in losses or limit our growth.
- Our contractual agreements with independent contractor owner-operators and third-party carriers expose us to risks that we do not face with Company drivers.
- We are directly affected by the state of the global economy and geopolitical developments.
- Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
- Our business and operating results are subject to seasonal fluctuations, which could result in fluctuations in our operating results and stock price.
- Our stockholders and management will have significant control over stockholder matters.
- Risks Related to the Securities Markets and Ownership of Our Common Stock
- An active and liquid trading market for our common stock may not be sustained and the lack of an active and liquid market could affect a stockholder’s ability to sell shares of the Company’s common stock or the price at which they may be sold.
- Our stock price may be volatile, which could cause you to lose all or part of your investment in our common stock.
- If securities or industry analysts discontinue publishing research or reports about our business, or if they publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
- Sales of a substantial number of our shares of common stock in the public market could cause our stock price to fall.
- Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay an acquisition of us that may be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
- The exclusive forum provisions in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or employees, which may discourage lawsuits with respect to such claims.
- Our Board is authorized to issue and designate shares of our preferred stock without stockholder approval.
- Because we do not anticipate paying any dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
- General Risk Factors
- The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.
- We are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
- If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
- Unstable economic and market conditions may have serious adverse consequences on our business, financial condition and stock price.
- The success of our business is dependent on our brand equity.
- We are subject to risks associated with climate change, including increased regulation of our emissions, and the potential increased impacts of severe weather events on our operations.
- We may be subject to securities litigation, which is expensive and could divert management attention.
- Developments in applicable tax laws may adversely impact our business, results of operations and financial condition. Our effective tax rate could also be adversely affected as a result of various evolving factors, including changes in the scope of our operations.
Legal proceedings
The Company is involved from time to time in various legal proceedings and governmental and regulatory proceedings that arise in the ordinary course of business. The Company does not believe that such litigation, claims, and administrative proceedings will have a material adverse impact on the Company’s financial position or results of operations. See Note 18 “Commitments and Contingencies.”
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGARAmy F. Rice, President
- 12SEC EDGARRoss Berner, President
- 13SEC EDGARRandolph Dale Beggs, President
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- 16SEC EDGARRohit Lal, Board member
- 17SEC EDGARCharles A. Alutto, Board member
- 18SEC EDGARDouglas L. Col, Board member
- 19SEC EDGARJames B. Gattoni, Board member
- 20SEC EDGARJohn Schraudenbach, Board member
- 21SEC EDGARJohn Skiadas, Board member
- 22SEC EDGARBrenda R. Frank, Board member
- 23SEC EDGARRegulation FD disclosure
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- 26SEC EDGARRegulation FD disclosure
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- 28SEC EDGARRegulation FD disclosure
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- 30SEC EDGARResults of operations
- 31SEC EDGARRegulation FD disclosure
- 32SEC EDGARResults of operations
- 33SEC EDGARResults of operations
- 34SEC EDGARRegulation FD disclosure
- 35NasdaqNasdaq calendar
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