--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-043779" form_type: "8-K" ticker: "PAL" cik: "0001998768" company_name: "Proficient Auto Logistics, Inc" filed_at: "2024-05-15T23:59:59+00:00" generated_at: "2026-06-01T23:44:35.208875+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Proficient Auto Logistics completes acquisitions of five founding companies for ~$180M cash + stock ## Summary - Acquired Delta Auto Transport, Deluxe Auto Carriers, Sierra Mountain, Proficient Auto Transport, and Tribeca Automotive for $180.4M cash and 6.98M shares. - Richard O'Dell appointed CEO and Chair; Randy Beggs named President & COO; Ross Berner and Mark McKinney resigned as directors and officers. - Board expanded from 6 to 10; new directors O'Dell, Beggs, Steven Lux, and John Skiadas appointed. - Adopted 2024 Long-Term Incentive Plan and Code of Business Conduct; filed amended certificate of incorporation and bylaws. ## SEC filing metadata - accession: 0001213900-24-043779 - form_type: 8-K - ticker: PAL - cik: 0001998768 - company_name: Proficient Auto Logistics, Inc - filed_at: 2024-05-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 2.01, 5.02, 5.03, 5.05, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/ea0206091-8k_proficient.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-043779 - JSON: https://secwatch.observer/filing/0001213900-24-043779.json - Plain text: https://secwatch.observer/filing/0001213900-24-043779.txt ## Key facts - Executive change Mark McKinney resigned as director at Proficient Auto Logistics, Inc. - Action: resigned source text: Each of Ross Berner and Mark McKinney, who had previously been appointed to the Board, resigned from the Board, effective upon the consummation of the IPO. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Richard O'Dell was appointed as Director at Proficient Auto Logistics, Inc. - Action: appointed - Role: Director source text: the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Ross Berner departed as other_named_officer at Proficient Auto Logistics, Inc. - Action: stepped down source text: Effective May 13, 2024, Messrs. Berner and McKinney stepped down as executive officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Richard O'Dell was appointed as Chief Executive Officer at Proficient Auto Logistics, Inc. - Action: appointed - Role: Chief Executive Officer source text: Effective May 13, 2024, Messrs. Berner and McKinney stepped down as executive officers of the Company, and the following individuals became the executive officers of the Company, with the respective position(s) set forth in the table below: Name Position Richard O’Dell Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Randy Beggs was appointed as Director at Proficient Auto Logistics, Inc. - Action: appointed - Role: Director source text: the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Randy Beggs was appointed as President and Chief Operating Officer at Proficient Auto Logistics, Inc. - Action: appointed - Role: President and Chief Operating Officer source text: Randy Beggs President and Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change John Skiadas was appointed as Director at Proficient Auto Logistics, Inc. - Action: appointed - Role: Director source text: the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Mark McKinney departed as other_named_officer at Proficient Auto Logistics, Inc. - Action: stepped down source text: Effective May 13, 2024, Messrs. Berner and McKinney stepped down as executive officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Richard O'Dell was appointed as Chairperson of the Board at Proficient Auto Logistics, Inc. - Action: appointed - Role: Chairperson of the Board source text: Mr. O’Dell was appointed Chairperson of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Ross Berner resigned as director at Proficient Auto Logistics, Inc. - Action: resigned source text: Each of Ross Berner and Mark McKinney, who had previously been appointed to the Board, resigned from the Board, effective upon the consummation of the IPO. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Executive change Steven F. Lux was appointed as Director at Proficient Auto Logistics, Inc. - Action: appointed - Role: Director source text: the Board of Directors (the “Board”) of the Company expanded its size from six to ten directors, and appointed Richard O’Dell, age 62, Randy Beggs, age 64, Steven F. Lux, age 66 and John Skiadas, age 53, as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Governance Changes Proficient Auto Logistics, Inc: Code of Business Conduct adopted (effective 2024-05-13). - Change: code of ethics - Effective: 2024-05-13 source text: In connection with the consummation of the IPO, the Board adopted a Code of Business Conduct, effective as of May 13, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Governance Changes Proficient Auto Logistics, Inc: Amended and Restated Bylaws became effective (effective 2024-05-13). - Change: bylaw amendment - Effective: 2024-05-13 source text: On May 13, 2024, the Company's Amended and Restated Bylaws (the "A&R Bylaws") became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - Governance Changes Proficient Auto Logistics, Inc: Third Amended and Restated Certificate of Incorporation filed (effective 2024-05-10). - Change: charter amendment - Effective: 2024-05-10 source text: On May 10, 2024, the Company filed a Third Amended and Restated Certificate of Incorporation (the "A&R Certificate of Incorporation") with Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm - M&A Transactions Proficient Auto Logistics, Inc completed an acquisition involving Founding Companies for $180.4 million in cash and 6,978,191 shares of common stock (closed 2024-05-13). - Action: acquisition - Counterparty: Founding Companies - Consideration: $180.4 million in cash and 6,978,191 shares of common stock - Closing: 2024-05-13 source text: of the Founding Companies for a combination of cash and shares of the Company’s common stock. The aggregate cash consideration that paid in the Combinations was approximately $180.4 million, subject to post-closing adjustments. The aggregate stock consideration the Company paid in the Combinations consisted of approximately 6,978,191 shares of the Company’s common evidence_url: https://www.sec.gov/Archives/edgar/data/1998768/000121390024043779/0001213900-24-043779-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.