Proficient Auto Logistics, Inc

Our business is subject to various risks and uncertainties. You should review and consider carefully the risks and uncertainties described in more detail in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes from the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, except for the following:

Our proposed acquisition of H&A is subject to significant uncertainties and risks, including that the acquisition may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the acquisition may adversely affect our stock price, future business and financial results.

The consummation of the acquisition is subject to certain customary closing conditions being satisfied or waived. There can be no assurance that the conditions to closing will be satisfied or waived or that other events will not intervene to delay or result in the termination of the proposed acquisition. If the acquisition is not completed for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the acquisition will be completed and the related benefits will be realized.

The acquisition is expected to be consummated in accordance with the terms of the purchase agreement. However, the purchase agreement may be amended and the closing conditions may be waived at any time by the parties thereto. Any amendment made to the purchase agreement, or waiver of the conditions to the closing of the acquisition, could have a material adverse effect on our business, financial conditions and results of operations and could have an adverse effect on the trading price of our common stock.

We do not currently control H&A and will not control H&A until completion of the acquisition.

We do not currently control H&A. We will not obtain control of H&A until the completion of the acquisition. We cannot assure you that H&A will operate its businesses during the interim period in the same way that we would. The business we acquire could be negatively impacted before or after the closing as a result of previously unknown events or conditions occurring or existing before the acquisition closes. Adverse changes in H&A’s business or operations could occur or arise as a result of actions undertaken, legal or regulatory developments, deteriorating general business, market, industry or economic conditions, and other factors both within and beyond H&A’s or our control. A significant decline in the value of the assets to be acquired or a significant increase in the liabilities to be assumed could negatively impact our future business, operating results, cash flows, financial conditions or prospects following the closing of the acquisition.

The business of H&A may underperform relative to our expectations.

We may not be able to maintain the levels of revenue, earnings or operating efficiency that we and H&A have achieved or might achieve separately. The business and financial performance of H&A is subject to certain risks and uncertainties, including the risk of the loss of, or changes to, its relationships with its customers. We may be unable to achieve the same growth, revenues and profitability that H&A has achieved in the past.

We may not be able to enforce claims with respect to the representations and warranties under the purchase agreement.

In connection with the acquisition, we were given certain limited customary representations and warranties related to H&A’s performance and business operations. There can be no assurance that we will be able to enforce any claims relating to any breaches of such representations and warranties. Our recourse for breaches of representations and warranties is limited and there can be no assurance that such limited liability, to the extent enforced, will be adequate to cover any losses or damages resulting from any such breach of the representations and warranties. Moreover, even if we ultimately succeed in recovering any amounts for any such breach, we may temporarily be required to bear these losses ourselves.