PAL closes H&A acquisition for ~$130M, funds with $75M 5.5% convertible notes due 2033

Proficient Auto Logistics, Inc

• Acquired Hansen & Adkins for ~$130M upfront: ~$75M assumed debt, ~$52M cash, 421,354 PAL shares to Steve Hansen; earnout up to ~$22.1M.
• Issued $75M 5.5% convertible senior notes due 2033; conversion price ~$6.50 (27.5% premium to $5.10 close); net proceeds ~$71.4M.
• Capped call transactions cost ~$9.2M, cap price $8.93/share, to reduce conversion dilution.
• Combined entity now largest North American auto hauler; expects >4M vehicles annually, integration complete early 2027.
• H&A founders Steve Hansen and Louie Adkins remain advisors through year-end.