Proficient Auto Logistics Closed a $130 Million Deal and Sold a Convertible That Sits On 11.5 Million Shares

by Maya Okafor · August 16, 2026

Deals & Listings Reporter, The SmallCap Signal

Proficient Auto Logistics, the Jacksonville-based finished-vehicle carrier that listed on Nasdaq in 2024, spent five days in the middle of August rearranging its entire capital structure. It announced an acquisition and its second-quarter results in a single 8-K on August 10, priced $75 million of convertible senior notes on August 11, closed the acquisition on August 13, and filed the closing 8-K on August 14. The document trail is unusually complete for a company this size, and it contains one number that deserves to be read on its own: at the initial conversion rate, the new notes sit on 11,534,025 shares of common stock.

That figure is our arithmetic, not a company disclosure. The notes carry an initial conversion rate of 153.7870 shares per $1,000 principal amount, according to Proficient's pricing release datelined Jacksonville, August 11, 2026. Multiplied across $75.0 million of principal, that is 11,534,025 underlying shares. The denominator is firmer than such comparisons usually are: the second-quarter balance sheet shows 28,052,923 shares of common stock issued and outstanding as of June 30, 2026, and the Form 10-Q cover page carries the identical figure — 28,052,923 shares of common stock outstanding at August 10, 2026, the day before the notes priced. The underlying share block therefore equals roughly 41% of that count, or about 29% of a hypothetical fully as-converted total. Neither ratio includes the 421,354 shares issued at the acquisition's closing on August 13, and neither is a forecast of what will actually convert.

The acquisition and the note offering were announced together, in a single release and a single 8-K, on August 10. Per the Item 1.01 disclosure in that filing — submitted at 4:17 p.m. ET that day, with the same period of report — Proficient's operating subsidiary agreed to buy Hansen & Adkins Auto Transport, a Los Alamitos, California carrier founded in 1994. Item 1.01 itself states an upfront purchase price of approximately $130 million including assumed debt of approximately $75 million; of the approximately $55 million remaining, approximately $3 million to be paid in common stock and approximately $52 million in cash. Those components sum to the headline: $75 million plus $3 million plus $52 million is $130 million. The reading here is of StockTitan's rendering of that 8-K, which reproduces the Item 1.01 consideration language directly rather than paraphrasing it in the site's own summary; the same figures also appear in the press release exhibit, from which the operational claims about fleet capacity and personnel are drawn.

On top of the upfront price sit earnout payments of up to approximately $22.1 million tied to achievement of near-term EBITDA targets, of which $2 million would be payable in common stock and the remainder in cash. The 8-K does not disclose the EBITDA thresholds, the measurement periods, or the calculation method; it points to the purchase agreement for those, and states that the agreement will be filed as an exhibit to an amendment to that Form 8-K or to the Form 10-Q for the quarter ending September 30, 2026. It had not been filed as of the closing 8-K. The buyer also obtained a buyer-side representations and warranties insurance policy — a detail that tells a reader something about how the seller's indemnity obligations were negotiated, and one that is disclosed in Item 1.01 rather than in the press release.

The financing priced the following evening. Proficient's August 11 release describes $75.0 million aggregate principal of convertible senior notes bearing 5.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year beginning February 15, 2027, maturing August 15, 2033. The initial conversion price works out to approximately $6.50 per share, which the release calls a premium of approximately 27.50% over the last reported sale price of $5.10 per common share on August 11, 2026. The release put expected net proceeds at approximately $71.4 million after deducting estimated offering expenses.

Proficient also entered capped call transactions alongside the notes. The release discloses an initial cap price of $8.93 per share, subject to adjustment. It does not attach a premium percentage to that cap — the only premium figure in the release, approximately 27.50%, belongs to the $6.50 conversion price. On our own arithmetic, $8.93 is about 75% above the same $5.10 reference price. The August 14 8-K puts the cost of the capped call transactions at approximately $9.2 million, and the pricing release names those premiums as one of the two uses of the note proceeds.

It is worth being precise about what a capped call does. It is a separate derivative contract between the issuer and financial counterparties. It does not change the notes' contractual conversion rate, and it does not stop shares from being delivered to noteholders. The release describes the transactions as expected generally to reduce potential dilution upon any conversion of the notes, and/or to offset any potential cash payments the company is required to make in excess of principal — a reduction, not an elimination. What it does in practice is give Proficient an offsetting economic payoff on conversion, effectively raising the price at which the company bears dilution cost from about $6.50 to the $8.93 cap. Above $8.93 the hedge is exhausted and the economic dilution runs unprotected. Investors reading the eventual diluted share count should expect the notes and the hedge to be accounted for separately.

The most interesting line in the package is the one about where the money went. The pricing release states the use of proceeds as refinancing outstanding indebtedness and paying the premiums with respect to the capped call transactions. It does not name the Hansen & Adkins purchase price. And the August 14 8-K says the cash consideration was funded by available cash resources and borrowings under the company's credit facilities. On the company's own telling, then, the convertible is not the acquisition cheque. Whether the refinancing was undertaken in order to create room on the bank lines that the acquisition was ultimately drawn against is our inference from the sequence and the timing; Proficient has not characterised the two transactions as linked in that way, and no release we read asserts it.

The scale of the existing borrowings is visible in the June 30 balance sheet. Proficient reported $8,130,738 of cash and cash equivalents and $70,444,532 of total debt at quarter-end — $19.2 million of current long-term debt, $44.6 million of non-current long-term debt, and $6.7 million drawn on the line of credit. The underlying facility was entered into on November 8, 2024 and provides up to $25 million of term debt plus up to $20 million of revolving capacity, maturing November 8, 2029; the filings identify the counterparty only as a commercial bank and do not name it. Net proceeds of roughly $71.4 million less roughly $9.2 million of capped call premium leaves on the order of $62 million of usable cash. Set against that debt stack and the $52 million cash purchase price, the bank facilities were doing real work in this transaction — though the $70.4 million is a June 30 measurement that predates both the notes and the closing borrowings, so it is a starting point and not a post-deal balance. The facility's post-closing size, pricing and covenants are the disclosure this story most needs and does not yet have.

One smaller gap is worth flagging because a reader can check it. The August 14 8-K discloses that 421,354 common shares were issued to Mr. Hansen as acquisition consideration. The August 10 release described approximately $3 million of stock consideration. Those two figures come from different documents on different dates and should not simply be divided into each other, but the direction is still informative: 421,354 shares valued at the $5.10 August 11 reference price would be worth about $2.1 million, and reaching $3 million would require a per-share value of about $7.12. The 8-K, as rendered on StockTitan, does not disclose the pricing convention used to value the stock consideration — whether a trailing volume-weighted average, a signing-date price, or something set in the purchase agreement. That mechanism should appear when the purchase agreement is filed.

None of this is happening against a strong operating quarter. In results datelined August 10, Proficient reported second-quarter total operating revenue of $109.4 million against $115.5 million a year earlier, a decline of 5.3%, on 580,962 units delivered against 632,020, down 8.0% year over year. Net loss was $3.9 million, or $0.14 per basic and diluted share, versus a $1.6 million loss, or $0.06 per basic and diluted share, in the prior-year quarter. Adjusted EBITDA, a non-GAAP measure, was $7.654 million for the quarter and $30.297 million on a trailing-twelve-month basis through June 30. The Form 10-Q shows six-month total operating revenue of $203,089,454 and a six-month net loss of $10,385,549.

Against that, the cash coupon on the new notes is straightforward: 5.50% on $75.0 million is $4.125 million a year, before any interest on the assumed Hansen & Adkins debt or on the bank borrowings used at closing. That is a fixed claim on a business whose trailing-twelve-month adjusted EBITDA at June 30 was $30.297 million and whose volumes fell 8% in the most recent quarter.

Chief Executive Rick O'Dell framed the quarter this way in the August 10 release: "We believe the auto haul industry is at an inflection point. Regulatory pressures, rising operating costs, and the need to attract and retain drivers are reshaping transportation economics and tightening industry capacity. In the second quarter, higher fuel, equipment, and driver-related costs increased expenses, and while our discussions with customers are progressing constructively, pricing actions generally lagged cost inflation. As rate adjustments began to take effect, margins improved each month, strengthening our margin profile exiting the quarter. As a leading asset-based provider, we continue working closely with customers to support OEM supply chains and navigate these evolving market dynamics."

Announcing the close, President and Chief Operating Officer Amy Rice said the company was "encouraged by the enthusiasm and response to the acquisition in our interactions with Hansen & Adkins' leaders and employees, our broader employee and driver population, customers, and investors," and pointed to "realizing early opportunities for efficiency in the operation and combined shop footprint" and "partnering through integration milestones over the next six months."

Three documents will settle most of the open questions. The purchase agreement, when filed as an exhibit, will carry the earnout thresholds, the stock-consideration pricing convention and the termination and indemnity terms. Regulation S-X permits the acquired business's audited financial statements and pro forma information to be filed by amendment within 71 days of the acquisition 8-K's due date, so Hansen & Adkins's standalone revenue and margins are not yet on the record. And the third-quarter 10-Q will be the first to show the combined debt stack, the amended bank facility terms, and how the notes and capped calls are carried in diluted share count.

Risk disclosure: this story involves potential dilution. The notes described above are convertible into 11,534,025 shares at the initial conversion rate, a block equal to roughly 41% of the shares outstanding at June 30, 2026; 421,354 shares were issued at the acquisition's closing; and the earnout includes a further $2 million payable in stock. Conversion terms can also adjust under standard anti-dilution and make-whole provisions, and the capped call reduces but does not eliminate dilution, offering no protection above the $8.93 cap. The company has reported net losses in each of the last two quarters and has added fixed interest expense and assumed debt to a balance sheet that held $8.1 million of cash at June 30. Nothing here is a recommendation to buy or sell any security. Readers should consult the primary filings.

Shares of Proficient Auto Logistics last traded on Friday, August 14; the next US session is Monday, August 17.