Proficient Auto Logistics prices $75M convertible note offering

Proficient Auto Logistics, Inc. (NASDAQ: PAL) announced the pricing of a $75.0 million convertible senior notes offering due 2033, with settlement expected on Aug. 13, 2026.

The notes carry an interest rate of 5.50% per annum, payable semi-annually beginning Feb. 15, 2027, and will mature on Aug. 15, 2033. The initial conversion price is approximately $6.50 per common share, representing a premium of roughly 27.50% over the stock's last reported sale price of $5.10 on Aug. 11, 2026. The initial conversion ratio is 153.7870 common shares per $1,000 principal amount of notes.

The company estimates net proceeds of approximately $71.4 million after deducting offering expenses. Proficient intends to use the proceeds to refinance outstanding indebtedness and to fund premiums on capped call transactions entered into with certain financial institutions. The capped call transactions carry an initial cap price of $8.93 per share and are designed to reduce potential dilution to existing shareholders upon conversion of the notes.

The notes are being offered in a private placement to qualified institutional buyers under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The notes and any common stock issuable upon conversion have not been registered under the Securities Act.

Proficient may redeem the notes on or after Aug. 15, 2030, provided the last reported common share price exceeds 130% of the conversion price for a specified period. In the event of a fundamental change, the company will offer to repurchase the notes at principal value plus accrued interest.

Proficient Auto Logistics is headquartered in Jacksonville, Florida, and provides auto transportation and logistics services across North America.

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