Proficient Auto Logistics (PAL) risk factors, FY2025 10-K

Risks Related to Our Business and Operations

1. 01Increased 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
2. 02We are highly dependent on the automotive industry and a decline in the automotive industry could have a material adverse effect on our operations
3. 03We are dependent on a small number of customers for a large portion of our revenue52% rewritten
4. 04Our business depends upon compliance with numerous government regulations
5. 05Any material change in applicable regulation or a ruling in a judicial proceeding could have a material adverse effect on our business
6. 06Our 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 drivers41% rewritten
7. 07We may be adversely impacted by fluctuations in the price and availability of fuel and our ability to collect fuel surcharges
8. 08We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs
9. 09Our operations expose us to potential environmental liabilities
10. 10We may be adversely impacted by work stoppages and other labor matters
11. 11Any 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
12. 12Sustained periods of severe abnormal weather can have a material adverse effect on our business
13. 13There can be no assurance that we will continue to manage our business effectively when influenced by severe weather events or that severe weather events will not have a material adverse effect on our business, financial condition and results of operations
14. 14Our business strategy includes a growth strategy partly dependent on acquisitions, diversification into specialty transportation businesses and expansion into new geographic markets
15. 15Technological advances are facilitating the development of driverless vehicles, which may materially harm our business
16. 16The transportation infrastructure continues to be a target of terrorists
17. 17Ongoing insurance and claims expenses could result in significant expenditures and reduce, and cause volatility in, our earnings
18. 18Increases 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 profitability50% rewritten
19. 19We are subject to risk with respect to increased prices for new trucking equipment, including due to new or increased tariffs, and decreased vendor output. Any decrease in vendor or manufacturer output could have an adverse effect on our ability to sustain our desired growth rate and maintain our trucking fleet
20. 20Our success depends in part on the contributions of our executives and managers, including those who were employees of the Founding Companies
21. 21Our business may be seriously harmed if we fail to maintain, upgrade, enhance, protect, and integrate our information technology systems55% rewritten
22. 22Information technology risks, including the risk of cyberattacks, may disrupt our business, result in losses or limit our growth
23. 23Our contractual agreements with independent contractor owner-operators and third-party carriers expose us to risks that we do not face with Company drivers52% rewritten
24. 24We are directly affected by the state of the global economy and geopolitical developments39% rewritten
25. 25Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business
26. 26Our business and operating results are subject to seasonal fluctuations, which could result in fluctuations in our operating results and stock price52% rewritten
27. 27Our stockholders and management will have significant control over stockholder matters35% rewritten

Risks Related to the Securities Markets and Ownership of Our Common Stock

1. 28An 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
2. 29Our stock price may be volatile, which could cause you to lose all or part of your investment in our common stock
3. 30If 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
4. 31Sales of a substantial number of our shares of common stock in the public market could cause our stock price to fall
5. 32As of December 31, 2025, we had 27,834,799 shares of common stock outstanding, all of which were freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), unless held by our “affiliates” as defined in Rule 144 under the Securities Act
6. 33Anti-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
7. 34The 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
8. 35Our Board is authorized to issue and designate shares of our preferred stock without stockholder approval
9. 36Because 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 gain21% rewritten
10. 37The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention
11. 38We 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
12. 39Unstable economic and market conditions may have serious adverse consequences on our business, financial condition and stock price
13. 40The success of our business is dependent on our brand equity
14. 41We 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 operations100% rewritten
15. 42The Company continues to monitor these developments and related federal, state, and international regulations concerning GHG emissions, fuel efficiency, zero-emission mandates, and alternative technologies in the transportation sector, as changes could impact compliance costs, vehicle design, and the supply chainNew
16. 43The Company could incur significant capital expenditures to enhance infrastructure resiliency (e.g., hardening facilities against high winds, backup power). The frequency, severity, or materiality of losses/costs from physical climate effects on operations, facilities, or supply chain cannot be accurately predictedNew
17. 44We may be subject to securities litigation, which is expensive and could divert management attention
18. 45Developments 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