Proficient Auto Logistics, Inc

(a) On August 14, 2025, the Company and Rick O’Dell, Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to that certain Employment Agreement, by and between the Company and Mr. O’Dell, dated as of May 13, 2024 (the “Employment Agreement”). The Amendment clarifies what retirement would result in an acceleration of the vesting of Mr. O’Dell’s restricted stock units. Pursuant to the terms of the Amendment, a “Qualifying Retirement” shall occur upon Mr. O’Dell’s retirement and upon determination by the Compensation Committee to treat such retirement as a Qualifying Retirement.

The foregoing summary of the Amendment set forth under this Item 5 is qualified in its entirety by reference to the complete terms and conditions of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.** **

(c) None of our officers or directors, as defined in Rule 16a-1(f), adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended June 30, 2025.