0001213900-26-036719 | 10-K | XBRL Viewer | Proficient Auto Logistics INC

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Stock-Based Compensation (Details) - USD ($)		1 Months Ended	12 Months Ended
Stock-Based Compensation (Details) - USD ($)	May 13, 2024	Jul. 31, 2018	Dec. 31, 2025	Dec. 31, 2024	May 31, 2024
Stock-Based Compensation [Line Items]
Remaining available shares issued			971,777
Compensation expense (in Dollars)				$ 8,883,142
Recognized over period			3 years 4 months 24 days
Business Combination, Series of Individually Immaterial Business Combinations [Member]
Stock-Based Compensation [Line Items]
Vested shares	376,975
Restricted Stock [Member]
Stock-Based Compensation [Line Items]
Compensation expense (in Dollars)			$ 5,500,000	8,800,000
Unrecognized compensation expense of RSU's (in Dollars)			$ 11,227,588	$ 16,221,092
Recognized over period			4 years 4 months 24 days
2024 Long-Term Incentive Plan [Member] \| Minimum [Member]
Stock-Based Compensation [Line Items]
Shares vesting period			1 year
2024 Long-Term Incentive Plan [Member] \| Maximum [Member]
Stock-Based Compensation [Line Items]
Shares vesting period			5 years
Phantom Stock Plan [Member]
Stock-Based Compensation [Line Items]
Restricted stock units		565,463
Vested shares		188,488
Successor [Member] \| 2024 Long-Term Incentive Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan					3,260,000

Leases - Schedule of Future Maturities of the Lease Liabilities (Details) - Successor [Member]	Dec. 31, 2025 USD ($)
Operating leases [Member]
Schedule of Future Maturities of the Lease Liabilities [Line Items]
Operating leases, 2026	$ 3,065,463
Operating leases, 2027	3,363,935
Operating leases, 2028	2,818,443
Operating leases, 2029	1,825,588
Operating leases, 2030	1,313,705
Operating leases, Thereafter	3,270,171
Operating leases, Total undiscounted cash flows	15,657,305
Operating leases, Less: present value factor	(2,717,815)
Operating leases, Total lease liabilities	12,939,490
Operating leases, Less: current portion	(2,249,651)
Operating leases, Total long-term lease liabilities	10,689,839
Finance leases [Member]
Schedule of Future Maturities of the Lease Liabilities [Line Items]
Finance leases, 2026	8,842
Finance leases, 2027
Finance leases, 2028
Finance leases, 2029
Finance leases, 2030
Finance leases, Thereafter
Finance leases, Total undiscounted cash flows	8,842
Finance leases, Less: present value factor	(84)
Finance leases, Total lease liabilities	8,758
Finance leases, Less: current portion	(8,758)
Finance leases, Total long-term lease liabilities

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes [Abstract]

Income taxes

Note 9 — Income taxes

Deferred income tax assets and liabilities consist of the following as of December 31:

	December 31,			December 31,
	2025			2024
Deferred tax assets:
Accrued liabilities	$	1,126,552		$	450,984
Accounts receivable and other reserves		172,271			653,752
Operating lease liabilities		146,489			2,743,518
NOL and other tax attributes		8,168,061			7,160,150
Deductible goodwill		9,438,992			9,256,955
Stock compensation		769,347			912,337
Deferred revenue		2,129,947			—
Other deferred assets		171,838			1,086,422
Total deferred tax asset	$	22,123,497		$	22,264,118

Deferred tax liabilities:
Prepaid expenses	$	(1,415,903	)	$	(2,381,137	)
Property and equipment, net		(26,777,893	)		(28,734,778	)
Intangibles, net		(28,830,141	)		(33,720,352	)
Other deferred liabilities		—			(65,930	)
Total deferred tax liability	$	(57,023,937	)	$	(64,902,197	)

Net deferred tax liability	$	(34,900,440	)	$	(42,638,079	)

The Company expects to increase the Federal Net Operating Loss (“NOL”) by $3.0 resulting in a NOL carryforward of $35.2 million at December 31, 2025, including acquired Federal NOL of $13.6 million from the Predecessor. The net operating losses relate to years after 2017 and are not subject to expiration. The acquired NOL is subject to limitation on use under IRC 382. However, based on our calculations, the cumulative limitation applicable for 2024, 2025, and forward would allow for unrestricted use as needed in future periods.

There are accompanying State jurisdiction NOLs that vary in amount and carryforward period from the Federal NOL discussion above. Typical adjustments from Federal NOL to State NOL are represented by decoupling from bonus depreciation and application of the 163j interest limitation at the state levels. There are also State level applications of IRC 382 in certain jurisdictions. There are expected net usage of State NOLS for the period ending December 31, 2025, leaving $15.2 million of gross State NOL carryforward from December 31, 2024, including $8.7 million of acquired NOLs from Predecessor; all of which are subject to expiration between 15- and 20-year periods depending upon the State jurisdiction. Additionally, many states have legislated an annual limitation on use in addition to any IRC 382 considerations.

The geographical breakdown of our income (loss) before income taxes is as follows:

	Successor						Predecessor
	Twelve months ended December 31, 2025			Twelve months ended December 31, 2024			Period from January 1, 2024 to May 12, 2024			Twelve months ended December 31, 2023
United States		(43,241,214	)		(9,720,652	)		(21,735,318	)		9,399,787
Foreign		—			—			—			—
(Loss) Income Before Income Taxes		(43,241,214	)		(9,720,652	)		(21,735,318	)		9,399,787

Income tax expense consists of the following:

	Successor						Predecessor
	Twelve months ended December 31, 2025			Twelve months ended December 31, 2024			Period from January 1, 2024 to May 12, 2024			Twelve months ended December 31, 2023
Current income taxes:
Federal	$	—		$	—		$	(2,741,786	)	$	1,136,505
State		515,991			137,178			88,653			249,571
Foreign		—			—			—			—
Total current income taxes		515,991			137,178			(2,653,133	)		1,386,076

Deferred income taxes:
Federal		(5,513,609	)		(785,648	)		(2,891,551	)		769,530
State		(2,224,030	)		(596,914	)		(805,958	)		88,011
Foreign		—			—			—			—
Total deferred income taxes (benefit)		(7,737,639	)		(1,382,562	)		(3,697,509	)		857,541
Total income tax expense	$	(7,221,648	)	$	(1,245,384	)	$	(6,350,642	)	$	2,243,617

For the year ended December 31, 2025, following the adoption of ASU 2023-09, our tax payments by jurisdiction are as follows:

	December 31, 2025
Federal	$	—
State
Delaware		349,421
California		183,963
Texas		136,624
New York		76,700
Massachusetts		62,900
Other		297,868
Foreign		—
Total income taxes paid	$	1,107,476

The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows:

Income Tax Disclosures as adopted by ASU 2023-09

	December 31, 2025
	Amount			Percent
Tax at U.S. statutory rate	$	(9,080,655	)		21.0	%
State and local income taxes ⁽¹⁾		(1,599,150	)		3.7	%
Non-taxable or non-deductible items:
Stock based compensation		825,809			(1.9	)%
Goodwill impairment		2,578,399			(6.0	)%
Return to provision and def. rate adjustment		53,949			(0.1	)%
Total tax provision and effective rate	$	(7,221,648	)		16.7	%

(1)	State Taxes of Delaware, California, Texas, New York and Massachusetts made up the majority (greater than 50%) of the tax effect in this category.

Income Tax Disclosures prior to the adoption of ASU 2023-09

	Successor			Predecessor
	Twelve months ended December 31, 2024			Period from January 1, 2024 to May 12, 2024			Twelve months ended December 31, 2023
Federal (benefit) tax at statutory rate (21%)	$	(2,041,337	)	$	(4,564,417	)	$	1,973,955
State taxes, net of federal benefit		(476,051	)		(574,715	)		284,762
Permanent differences to return¹		1,272,004			149,456			18,432
Other discrete items		—			(1,360,966	)		(33,532	)
Total income tax (benefit) expense	$	(1,245,384	)	$	(6,350,642	)	$	2,243,617

⁽¹⁾	For the period twelve months ending December 31, 2024, stock-based compensation deduction limitation accounts for $1.2 million of the permanent item above.

The Founding Companies’ tax years 2020 and forward remain subject to examination by federal and/or state jurisdictions dependent upon their respective statutory periods. The Founding Companies are not currently under an IRS examination as of the date these financials were issued.

The Company has no uncertain tax positions.

- Definition

The entire disclosure for income tax.

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+ Details

Long-Term Debt - Schedule of Long-Term debt (Details) - Successor [Member] - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Schedule of Long-Term debt [Line Items]

Total

$ 74,607,096

$ 75,740,532

Less: unamortized debt issuance costs

(277,051)

(350,718)

Less: current maturities

(20,303,077)

(19,052,903)

Total long-term debt

54,026,968

56,336,911

Equipment and Vehicle Notes Payable [Member]

Schedule of Long-Term debt [Line Items]

Total

52,595,562

59,740,532

Term Loan payable to Pinnacle Bank [Member]

Schedule of Long-Term debt [Line Items]

Total

^[1]

$ 22,011,534

$ 16,000,000

[1]	The Term Loan and Line of Credit includes financial covenants comprised of maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA), both measured quarterly.

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies [Abstract]

Commitments and contingencies

Note 18 — Commitments and contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers compensation, auto collision and liability, and physical and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. It is at least reasonably possible that the effect on the financial statements of significant estimates involving contingencies will change within one year of the date of the financial statements due to one or more future confirming events. If such changes occur, they could be material to the financial statements. The Company has disclosed all significant estimates and assumptions that could potentially be affected by future confirming events.

Independent Contractors Misclassification Class Action

In August 2016, a truck driver who contracted with Tribeca Automotive, Inc. filed a Complaint in Essex County Superior Court of New Jersey, bringing claims on behalf of himself and those similarly situated against Tribeca and its owners. An amended class complaint was filed in April 2022. The putative class alleges Tribeca misclassified contracted truck drivers as independent contractors, rather than “employees” under applicable law. As a result, the class seeks overtime and unlawful deductions in violation of New Jersey Wage and Hour Law and New Jersey Wage Payment Law. Tribeca denies liability and the parties are engaged in mediation. We are entitled to the stated indemnity in the Purchase Agreement from the sellers of Tribeca relating to this potential liability.

Former Employee Class Action

In May 2024, a former employee filed a class action lawsuit against Deluxe Auto Carriers, Inc., in Riverside County Superior Court in California. The lawsuit alleges class claims against Deluxe for unpaid minimum and overtime wages, non-compliant meal and rest periods, unreimbursed business expenses, and inaccurate wage statements, among other claims. A class settlement was reached for $400,000, in which Deluxe continues to deny liability. The settlement was been approved by the court on February 18, 2026, payment is due in April 2026, and is included within accrued liabilities on the consolidated balance sheet as of December 31, 2025. We are entitled to indemnification from the sellers of Deluxe for the liability relating to this contingency.

Delinquent Filings with Department of Labor

Deluxe Auto Carriers, Inc. was delinquent in its filings with the Department of Labor (DOL) with respect to its Retirement Plan Information Returns for plan years 2019 through 2022. As of December 31, 2024, all delinquent filings had been made. These delinquencies could result in penalties and interest from the DOL and the Internal Revenue Service. In September 2025, the Company received a final determination letter from the DOL assessing penalties and interest totaling $6,650. This amount has been paid as of December 31, 2025. We received indemnification from the sellers of Deluxe for the liability relating to this contingency.

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:

	December 31,		December 31,
	2025		2024
Claims, insurance and litigation reserves	$	10,758,083	$	5,721,891
Deferred leased to purchase payments		8,497,950		4,578,301
Salaries, wages and benefits		3,779,342		2,888,204
Accrued purchased transportation		3,351,017		3,149,849
Owner operator deposits		2,504,336		2,315,214
Escrow payments		994,012		-
Other accrued expenses		3,145,261		3,173,060
Accrued liabilities	$	33,030,001	$	21,826,519

Income Taxes - Schedule of Geographical Breakdown of Income (Loss) Before Income Taxes (Details) - USD ($)	4 Months Ended	12 Months Ended
	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Successor [Member]
Schedule of Geographical Breakdown of Income (Loss) Before Income Taxes [Line Items]
United States		$ (43,241,214)	$ (9,720,652)
Foreign
(Loss) Income Before Income Taxes		$ (43,241,214)	(9,720,652)
Predecessor [Member]
Schedule of Geographical Breakdown of Income (Loss) Before Income Taxes [Line Items]
United States			(21,735,318)	$ 9,399,787
Foreign
(Loss) Income Before Income Taxes	$ (21,735,318)		$ (21,735,318)	$ 9,399,787

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified [Flag]	false
Non-Rule 10b5-1 Arrangement Modified [Flag]	true

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2025

Prepaid Expenses and Other Current Assets [Abstract]

Prepaid expenses and other current assets

Note 4 — Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	December 31, 2025		December 31, 2024
Prepaid Insurance	$	5,085,520	$	7,878,950
Other Current Assets		6,175,977		2,181,219
	$	11,261,497	$	10,060,169

Goodwill (Details) - Subhaulers [Member] $ in Millions	Nov. 30, 2025 USD ($)
Goodwill [Line Items]
Goodwill impairment	$ 25.6
Carrying value of goodwill	$ 57.8

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Long-Term Debt - Schedule of Future Maturities of Long-Term Debt (Details)	Dec. 31, 2025 USD ($)
Schedule of Future Maturities of Long-Term Debt [Abstract]
2026	$ 20,303,077
2027	18,254,521
2028	16,335,522
2029	13,698,398
2030	5,552,050
Thereafter	463,528
Total	$ 74,607,096

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Summary of significant accounting policies

Note 2 — Summary of significant accounting policies

Basis of Presentation — The consolidated financial statements and footnotes have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

On May 13, 2024, Proficient Auto Logistics, Inc. (“Proficient”) completed the initial public offering (the “IPO”) of its common stock. Prior to the IPO, Proficient had entered into agreements (the “Combination Agreements”) to acquire in multiple, separate acquisitions (the “Combinations”) five operating businesses and their respective affiliated entities, as applicable, operating under the following names: (i) Delta Automotive Services, Inc. (which converted to Delta Automotive Services, LLC in an F-reorganization on April 29, 2024), doing business as Delta Auto Transport,. (“Delta”), (ii) Deluxe Auto Carriers, Inc. (“Deluxe”), (iii) Sierra Mountain Group, Inc. (“Sierra”), (iv) Proficient Auto Transport, Inc. (“Proficient Transport”), and (v) Tribeca Automotive Inc. (“Tribeca” and, together with Delta, Deluxe, Sierra, and Proficient Transport, the “Founding Companies”). Each of Deluxe, Sierra, Proficient Transport and Tribeca converted into a limited liability company on December 31, 2025. On May 13, 2024, in connection with the closing of the IPO, Proficient also completed the acquisitions of all the Founding Companies.

On August 16, 2024, the Company acquired Auto Transport Group, LC, (“ATG,” which was converted to a limited liability company after closing), located in Ogden, Utah and on November 1, 2024, acquired Utah Truck & Trailer Repair, LLC, (“UTT,” which subsequently converted into Proficient Repair Services LLC), a repair facility located at the ATG headquarters. On April 1, 2025, the Company acquired Brothers Auto Transport, LLC, (“Brothers”), located in Wind Gap, Pennsylvania, and on May 27, 2025, acquired PVT Truck & Trailer Repair, LLC, (“PVT”), a repair facility located at the Brothers headquarters. These acquisitions expanded the Company’s geographic presence and services offered. Amounts related to ATG and Brothers are included only since August 16, 2024 and April 1, 2025, respectively, the respective dates of acquisition.

The Combinations and subsequent acquisitions are accounted for as business combinations under ASC 805. Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the “accounting acquirer.”

Proficient has been identified as the designated accounting acquirer (“Successor”) of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor (“Predecessor”) to the Company. As a result, the consolidated financial statements as of, and for the period ended, December 31, 2024 for Proficient (which includes results of operations from the period May 13, 2024 to December 31, 2024 from the acquired businesses as well as expenses from the acquiring entity for the year ended December 31, 2024) and consolidated financial statements for the period January 1, 2024 through May 12, 2024 for Proficient Transport are included in this Annual Report on Form 10-K. A black-line between the Successor and Predecessor periods has been placed in the Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity (Deficit), Consolidated Statements of Cash Flows and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these two periods. Please refer to Note 3, “Business Combinations.”

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

Use of Estimates – The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. Significant estimates include the accrual for insurance and claims liabilities; litigation and loss contingency claims; initial value and ongoing adjustments to earn out contingencies; income tax liabilities; and several aspects of property and equipment and intangible assets including determining useful lives, upfront purchase price allocation valuation of these assets, and ongoing assessments of impairment.

Cash and Cash Equivalents – Cash includes all highly liquid investment instruments with an original maturity of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation (“FDIC”) limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. As of December 31, 2025, and 2024, the Company had cash balances in excess of $250,000 FDIC insured limits of $9,589,637, and $12,124,330, respectively.

Accounts Receivable — Accounts receivable represents customer obligations due under normal trade terms. At the end of December 31, 2023, the balance of Accounts Receivable, net of provisions of $342,576, was $18,479,768. Accounts receivable originating in the normal course of business are recorded at cost, and balances acquired from business combinations are recorded at fair value which approximates their net book value due to the short term nature of the balances. The Company reviews accounts receivable on a continuing basis to determine if any receivables are potentially uncollectible. The Company writes off uncollectible receivables based on specifically identified amounts determined to be uncollectible. Actual write-offs could differ from management’s estimate. The Company maintains allowances for credit losses on its trade receivables. The Company estimates the allowance for credit losses by applying a loss rate based on historical write-offs, factors surrounding the credit risk of specific customers, and forecasts of future economic conditions. To gather information regarding these trends and factors, the Company performs ongoing credit evaluations of customers, an analysis of accounts receivable aging by business segment, and an analysis of future economic conditions at period end. Provisions for estimated credit losses are recorded within the “General, selling, and other operating expenses”. The following is roll forward of the allowance:

	Successor					Predecessor
	December 31, 2025			December 31, 2024		Period from January 1, 2024 to May 12, 2024			December 31, 2023
Beginning Balance	$	134,372		$	-	$	634,913		$	342,576
Provision		764,646			134,372		53,000			298,000
Recoveries		-			-		-			(5,663	)
Write Offs		(72,278	)
Other ¹		-			-		(687,913	)		-
Ending Balance	$	826,740		$	134,372	$	-		$	634,913

¹	The Other row for the Predecessor period ending May 12, 2024 reflects the impact of the recognition of Accounts Receivable at fair value as a result of the Combination Agreements. Refer to Note 3 for further information.

Maintenance Supplies – Maintenance supplies consist primarily of parts, materials and supplies for servicing the Company’s revenue and service equipment that are held for maintenance on the Company’s transportation equipment.

Deposits - The Company maintains deposits in a financial institution that, at times, exceed the $250,000 insured by the FDIC. The Company believes there is no significant risk with respect to these deposits. As of December 31, 2025, and 2024, deposit balances in excess of $250,000 FDIC insured limits of $3,962,874, and $3,423,331, respectively.

Property and Equipment – Property and equipment is stated at cost. The Company depreciates its property and equipment using the straight-line method over the following estimated useful lives:

Asset Group		Useful Lives
Buildings and improvements		5-39 years
Furniture and equipment		2-7 years
Machinery and equipment		5-7 years
Software and computer equipment		3-5 years
Transportation equipment		5-10 years

Leasehold improvements are amortized over the lesser of the estimated useful lives or the length of the lease. At December 31, 2025 and 2024, the weighted-average remaining lease term was 8.1 and 7.2 years, respectively.

Significant renewals and betterments are capitalized, while expenditures for normal repairs and maintenance are charged to expense as incurred.

Upon the retirement of property and equipment, the related asset cost and accumulated depreciation are removed from the accounts and any gain or loss is recorded in the Company’s consolidated statements of Operations.

Claims and Insurance Accruals - Claims and insurance accruals consist of cargo loss, physical damage, group health, liability (personal injury and property damage) and workers’ compensation claims and associated legal and other expenses within the Company’s established retention levels. Claims in excess of retention levels are generally covered by insurance in amounts the Company considers adequate. Claims accruals represent the uninsured portion of the loss and if we are the primary obligor, the insured portion of pending claims at December 31, 2025, and 2024, plus an estimated liability for incurred but not reported claims and the associated expense.

Accruals for cargo loss, physical damage, group health, liability and workers’ compensation claims are estimated based on the Company’s evaluation of the type and severity of individual claims and future development based on historical trends. As of December 31, 2025, and 2024, the Company recorded total claims and insurance accruals of $10,758,083 and $5,721,891, respectively, within accrued liabilities on the consolidated balance sheet. For the Predecessor entity, the amount recorded for the Proficient Transport’s group health accrual as of December 31, 2024 and 2023, was based in part upon actuarial studies performed by a third-party actuary for its self insured plan.

Revenue Recognition – The Company generates revenue primarily from shipments of automobiles through the Company’s Company Drivers and Subhaulers operations. These shipments represent the Company’s single performance obligation for each delivery arising from contracts entered into with customers who are mostly automobile manufacturers. Revenue is recognized in an amount that reflects the consideration that is expected to be received in exchange for the transportation and logistical services performed, which are based on fixed contractual cash payments. Revenue is recognized when the performance obligation is satisfied, which occurs over time with the transit of the shipments from origin to destination. Revenue is recognized based on the miles driven compared to the total miles scheduled for each delivery. The Company estimates the number of miles driven as the basis for determining the amount of revenue to be recognized for partially fulfilled obligations as of the reporting period. Accessorial charges for fuel surcharges as well as other reimbursements are part of the consideration we receive for the single performance obligation of delivering shipments.

The Company has elected to utilize the practical expedient in ASC 606-10-32-18 and does not account for the effects of a significant financing component if the period between when the Company transfers a good or service to the customer and when the customer pays for that good or service is one year or less. Contracts entered with our customers do not contain any material financing components as standard payment terms range from 30 to 60 days. Payments terms in the Company’s contracts vary by the type and location of the Company’s customer and services offered.

In some instances, the Company outsources the transportation of the loads to third-party carriers. The Company is a principal in these arrangements, as we have the primary responsibility to meet the customer’s requirements and have discretion over the pricing of the services charged to the customer. In these instances, the Company records the revenue collected on a gross basis, and recognizes the corresponding costs incurred within purchased transportation on the consolidated statements of operations.

The Company’s revenue disaggregation is presented on the consolidated statements of operations and within Note 15 Segment reporting.

The Company has elected to use the practical expedient in ASC 340-40-25-4 and recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less. The Company does not typically incur incremental costs in obtaining a contract from its customers, however, if the Company did, the costs would be expensed as incurred as its sales contracts have a duration of less than one year. Such costs would be included in the General, selling, and other operating expenses caption of the consolidated statements of operations.

Defined contribution plans – In 2024, the Company and its subsidiaries have defined contribution 401(k) plans that cover substantially all employees. The plans permit eligible participants to defer a portion of their eligible compensation, defined by each subsidiaries plan, ranging from 90% to 100%, not to exceed $69,000 as determined under Section 401(k) of the IRC. For our Safe Harbor Plans, the Company matches 100% of participant contributions up to the first 4% of annual compensation. For the non-safe harbor plans, matching is discretionary. In 2025, the Company merged all plans into Proficient Auto Logistics Plan, which is a Safe Harbor Plan and allows for discretionary matching. The Company’s matching expense for the 401(k) plans totaled $ 928,140, $357,161, $87,740, and $283,000 for the year-ended December 31, 2025 (Successor), December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor) and for the year ended December 31, 2023 (Predecessor), respectively.

Leases – The Company determines if an arrangement is a lease or contains a lease at inception and performs an analysis to determine whether the lease is an operating lease or a finance lease. The Company measures right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. The Company uses the implicit rate when readily determinable. When the implicit rate is not readily determinable, the Company estimates an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. These rates are used to discount the remaining lease payments in measuring the ROU asset and lease liability.

Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the Company recognizes depreciation expense from the depreciation of the ROU asset and interest expense on the related lease liability. The Company does not separate lease and non-lease components of contracts. The nature of the non-lease components in the Company’s leases include common area maintenance and related services as part of its building leases. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and lease expense is recognized on a straight-line basis over the lease term.

Advertising Costs – Advertising costs are expensed when incurred. Advertising costs totaled $52,187, $31,117, $2,859, and $6,800 for the years ended December 31, 2025, December 31, 2024, for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the years ended December 31, 2023 (Predecessor), respectively, and are included in general, selling and other operating expenses on the consolidated statements of operations.

Income Taxes – Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date.

The Company evaluates the need for a valuation allowance on deferred tax assets based on whether it believes that it is more likely than not all deferred tax assets will be realized. A consideration of future taxable income is made as well as on-going prudent feasible tax planning strategies in assessing the need for valuation allowances. In the event it is determined all or part of a deferred tax asset would not be able to be realized, management would record an adjustment to the deferred tax asset and recognize a charge against income at that time.

The Company’s estimate of the potential outcome of any uncertain tax issue is subject to its assessment of relevant risks, facts and circumstances existing at that time. The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, and records a liability when such uncertainties meet the more likely than not recognition threshold. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Concentration of Credit Risks – For the year ended December 31, 2025 (Successor), our largest customer accounted for approximately 29% of operating revenue. As of December 31, 2025, our largest customer accounted for approximately 42% of net accounts receivable. The Company monitors the credit risk of its customers, offering normal payment terms without collateral held or available for the balances owed.

For the year ended December 31, 2024 (Successor), our largest customer accounted for approximately 22% of operating revenue. As of December 31, 2024, our largest customer had accounted for approximately 24% of net accounts receivable. The Company monitors the credit risk of its customers, offering normal payment terms without collateral held or available for the balances owed.

For the year ended December 31, 2023 (Predecessor), two of our largest customers accounted for approximately 62.7% of operating revenue. As of December 31, 2023, our largest two customers had accounted for approximately 73% of gross accounts receivable.

Labor concentration – At December 31, 2025 and December 31, 2024 (Successor), the Company’s employees are not subject to union or other collective bargaining agreements.

Business Combinations — The Company accounts for business combinations using the acquisition method pursuant to ASC 805, Business Combinations. For each acquisition, the Company recognizes the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Valuations of certain assets acquired, including customer relationships, and trade names involve significant judgment and estimation. The Company uses independent valuation specialists to help determine fair value of certain assets and liabilities. Valuations utilize significant estimates, such as forecasted revenues and profits. Changes in these estimates could significantly impact on the value of certain assets and liabilities. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. The Company expects to complete the final fair value determination of the assets acquired and liabilities assumed as soon as practicable within the measurement period, but not to exceed one year from the acquisition date.

Goodwill — Goodwill is recorded when the purchase price paid in a business combination exceeds the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment on an annual basis with the assessment date of November 30th, or upon an occurrence of an event or changes in circumstances that indicate that the carrying value may not be recoverable.

Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether the fair value of a reporting unit is less than its carrying amount. The Company then completes a quantitative impairment test if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. As part of the Company’s impairment analysis, fair value of a reporting unit is generally determined using the income and market approaches. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows and discount rates. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping, as well as recent guideline transactions. The determination of the fair value of the reporting units requires the Company to make significant estimates and assumptions with respect to the business and financial performance of the Company’s reporting units. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industry in which we compete, discount rates, terminal growth rates, forecasts of revenue, operating income, working capital requirements, and capital expenditures.

If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired, and no additional steps are needed. If, however, the fair value of the reporting unit is less than it’s carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

See Note 5 Goodwill, for further information regarding the Company’s Goodwill.

Intangible Assets, Net — The Company’s intangible assets consist of acquired customer relationships and trade names. Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method. Intangible assets historically have been acquired through business combinations and recorded at their purchase date estimated fair value – see Note 3.

When determining the fair value of acquired intangible assets, management makes significant estimates and assumptions, including, but not limited to, expected long-term market growth, customer retention, future expected operating expenses, costs of capital and appropriate discount rates. Finite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. The Company amortizes its intangible assets using the straight-line method over their estimated useful lives of 15 years for customer relationships, and 10 years for trade names. In 2025, the company recognized a non-cash intangible asset impairment of $2,126,000 to customer relationships.

Stock-Based Compensation — Restricted Stock Units (“RSUs”) have been granted to eligible employees and independent board members of the Company. As the requirement to remain employed for the necessary service period and the performance vesting criteria are based on the performance of the Company. The Company has recorded the compensation expense within stock-based compensation in the consolidated statement of operations. In accounting for stock-based compensation awards, the Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation expense for time-vesting awards is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. The estimated fair value of the RSU’s was determined using the fair value of the Company’s common stock on the grant date.

Fair Value Measurements — The Company determines fair value based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, as determined by either the principal market or the most advantageous market in which it transacts. The Company applies fair value accounting for all the financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.

As of December 31, 2025 and December 31, 2024, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other current assets and liabilities approximates fair value due to the short maturities of these instruments. Interest rates on borrowings under long-term debt and finance lease obligations approximate the interest rates that would currently be available to the Company under similar terms, and as such, carrying value approximates fair value. Certain assets, including goodwill, intangible assets and other long-lived assets, are also subject to measurement at fair value on a nonrecurring basis (1) when they are acquired during a business combination as discussed in Note 3, and (2) if they are deemed to be impaired as a result of an impairment review.

The earn-out liability relates to the acquisition of Deluxe as discussed in Note 3 and is contingent consideration that is measured at the estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones, making it a Level 3 fair value measurement. The Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration will be recorded in the consolidated statements of operations. On September 30, 2024, the Company evaluated the earn-out and determined the probability of payment was remote and therefore recorded a gain of $3,095,114 in the consolidated statements of operations to fully derecognize the amount initially recorded at the acquisition date as the agreement expired in the fourth quarter of 2024 resulting in no amounts owed by the Company. The earn out liability was previously recorded in Accrued expenses on the consolidated balance sheets from the May 2024 acquisition date until the derecognition was recorded in the third quarter of 2024.

Segment Reporting — In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is available and are regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM primarily evaluates performance based on operational results from the services provided by Company Drivers and Subhaulers, which represent the Company’s operating segments for the period ended December 31, 2025 and December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the periods ended December 31, 2023 (Predecessor), respectively. The Company’s CODM has been identified to collectively include the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.

The CODM uses the Segment Operating profit or loss measure to evaluate the profitability and operational efficiency of each segment, identify areas for improvement, and make informed decisions about resource allocation, strategic planning, and performance targets. This measure of segment profit or loss is consistent with the measurement principles used in the consolidated financial statements. The CODM reviews the segment Operating profit or loss on a quarterly basis during executive meetings and uses this information to assess segment performance (analyzing margins, revenue changes, and expense management), allocate resources (capital deployment and personnel allocation to executive strategic initiatives), strategic planning (setting short and longer term goals for expansion), and performance targets (establishing key performance indicators, monitoring progress, and revising plans).

Restructuring Charges - In fiscal year 2025, management committed to a series of consolidation and organizational alignment initiatives aimed at improving operational efficiency and long-term profitability. As part of this commitment, we incurred a one-time restructuring charge of $1.2 million in 2025. These charges primarily consisted of separation payments related to headcount reductions.

Accounting Pronouncements —

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. The Company has adopted the new disclosure requirements, and they did not have a material impact on our disclosures.

In March 2024, the SEC adopted final rules under SEC Release Nos. 33-11275 and 33-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that will require registrants to provide certain climate-related information in their registration statements and annual reports. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. The Company is currently assessing the impact this standard will have on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires additional disclosure about certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026, while early adoption is permitted. The Company is currently assessing the impact this standard will have on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40), which removes project development stages when developing internal use software. The ASU is effective for fiscal years beginning after December 15, 2027, while early adoption is permitted. The Company is currently assessing any changes to capitalization that may be required.

Leases - Schedule of Future Minimum Lease Payments (Details) - Successor [Member]	Dec. 31, 2025 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2026	$ 134,768
2027	22,240
Total undiscounted cash payments	157,008
Less: present value factor	(8,497)
Total net investment in lease	148,511
Less: current portion	(126,730)
Total net investment in lease, less current portion	$ 21,781

Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($)	Successor Common Stock	Successor Additional Paid in Capital	Successor Accumulated Deficit (Retained earnings)	Successor	Predecessor Common Stock	Predecessor Accumulated Deficit (Retained earnings)	Predecessor
Balance at Dec. 31, 2022					$ 3,928	$ 1,540,202	$ 1,544,130
Balance (in Shares) at Dec. 31, 2022					392,825
Accrued and unpaid dividends on Series A preferred stock						(947,580)	(947,580)
Net (loss) income						7,156,170	7,156,170
Balance at Dec. 31, 2023	$ 29,391	$ 932,609	$ (572,829)	$ 389,171	$ 3,928	7,748,792	7,752,720
Balance (in Shares) at Dec. 31, 2023	2,939,130				392,825
Accrued and unpaid dividends on Series A preferred stock						(260,526)	(260,526)
Net (loss) income						(15,384,676)	(15,384,676)
Balance at May. 12, 2024					$ 3,928	(7,896,410)	(7,892,482)
Balance (in Shares) at May. 12, 2024					392,825
Balance at Dec. 31, 2023	$ 29,391	932,609	(572,829)	389,171	$ 3,928	$ 7,748,792	$ 7,752,720
Balance (in Shares) at Dec. 31, 2023	2,939,130				392,825
Issuance of shares through IPO	$ 157,683	212,134,166		212,291,849
Issuance of shares through IPO (in Shares)	15,768,333
Issuance of shares for business combinations	$ 79,575	123,784,522		123,864,097
Issuance of shares for business combinations (in Shares)	7,957,474
Other		1,026,532		1,026,532
Issuance of restricted shares
Issuance of restricted shares (in Shares)	404,177
Stock-based compensation	$ 4,042	8,879,100		8,883,142
Net (loss) income			(8,475,268)	(8,475,268)
Balance at Dec. 31, 2024	$ 270,691	346,756,929	(9,048,097)	337,979,523
Balance (in Shares) at Dec. 31, 2024	27,069,114
Issuance of shares for business combinations	$ 3,953	3,810,911		3,814,864
Issuance of shares for business combinations (in Shares)	395,322
Other		88,334		88,334
Issuance of restricted shares
Issuance of restricted shares (in Shares)	370,363
Stock-based compensation	$ 3,703	5,523,613		5,527,316
Net (loss) income			(36,019,566)	(36,019,566)
Balance at Dec. 31, 2025	$ 278,347	$ 356,179,787	$ (45,067,663)	$ 311,390,471
Balance (in Shares) at Dec. 31, 2025	27,834,799

Stockholders’ Equity (Deficit) and Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2025

Stockholders’ Equity (Deficit) and Preferred Stock [Abstract]

Schedule of Series A Preferred Stock

Activity related to the Series A preferred stock is as follows:

Balance as of December 31, 2023	$	8,880,672
Accrued and unpaid dividend		177,752
Balance as of March 31, 2024		9,058,424
Accrued and unpaid dividend		82,774
Balance as of May 12, 2024	$	9,141,198

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2025

Prepaid Expenses and Other Current Assets [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	December 31, 2025		December 31, 2024
Prepaid Insurance	$	5,085,520	$	7,878,950
Other Current Assets		6,175,977		2,181,219
	$	11,261,497	$	10,060,169

Income Taxes - Schedule of Income Taxes Paid (Details)	12 Months Ended
Income Taxes - Schedule of Income Taxes Paid (Details)	Dec. 31, 2025 USD ($)
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	$ 1,107,476
Federal [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid
Delaware [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	349,421
California [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	183,963
Texas [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	136,624
New York [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	76,700
Massachusetts [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	62,900
Other [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid	297,868
Foreign [Member]
Schedule of Income Taxes Paid [Line Items]
Total income taxes paid

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Mar. 25, 2026	Mar. 02, 2026	Dec. 31, 2025
Subsequent Events [Line Items]
Legal settlement reserve			$ 3
Subsequent Event [Member]
Subsequent Events [Line Items]
Repurchase amount		$ 15
Shares repurchased (in Shares)	82,877
Average price (in Dollars per share)	$ 6.25

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Income Taxes - Schedule of Income Tax Provision (Parentheticals) (Details)	4 Months Ended	12 Months Ended
	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Schedule of Income Tax Provision [Abstract]
Federal (benefit) tax at statutory rate	21.00%	21.00%	21.00%	21.00%

Business Combinations (Details)			12 Months Ended
Business Combinations (Details)	Apr. 01, 2025 USD ($)	Dec. 21, 2023	Dec. 31, 2025 USD ($) Business	May 27, 2025 USD ($)	May 12, 2025 USD ($)	Dec. 31, 2024 USD ($)	Nov. 01, 2024 USD ($)
Business Combinations [Line Items]
Number of businesses acquired		5	5
Earn out percentage in cash			50.00%
Earn out percentage in shares of common stock			50.00%
Property and equipment fair value			$ 848,000
Escrow payment			1,036,944
Additional liabilities			1,381,957
Adjustment to income tax receivable			1,072,152
Goodwill			148,476,407			$ 169,056,675
Equipment notes	$ 6,338,899
Total Acquisition Date Amounts Recognized, As Adjusted [Member]
Business Combinations [Line Items]
Goodwill			141,500,000		$ 141,520,365
Stock Acquisitions [Member]
Business Combinations [Line Items]
Goodwill tax deductible			120,600,000
Auto Transport Group Acquisition [Member]
Business Combinations [Line Items]
Goodwill			$ 23,875,491
Utah Truck & Trailer Acquisition [Member]
Business Combinations [Line Items]
Goodwill							$ 4,359,546
Cash transaction							4,515,004
Tangible assets							$ 155,458
Brothers Auto Transport Acquisition [Member]
Business Combinations [Line Items]
Goodwill	3,553,135
Cash transaction	12,448,011
Tangible assets	6,674,876
Intangible assets	$ 2,220,000
PVT Truck and Trailer Acquisition [Member]
Business Combinations [Line Items]
Goodwill				$ 722,866
Cash transaction				1,032,995
Tangible assets				$ 310,129

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Income Taxes [Line Items]
Net operating loss	$ 3,000,000
Operating loss carryforwards gross		$ 8,700,000
Stock-based compensation		8,883,142
State [Member]
Income Taxes [Line Items]
Net operating loss	$ 15,200,000
NEW YORK
Income Taxes [Line Items]
Stock-based compensation		$ 1,200,000
Minimum [Member]
Income Taxes [Line Items]
Expiration periods	15 years
Maximum [Member]
Income Taxes [Line Items]
Expiration periods	20 years
Predecessor [Member]
Income Taxes [Line Items]
Net operating loss	$ 13,600,000
Predecessor [Member] \| State [Member]
Income Taxes [Line Items]
Net operating loss	$ 35,200,000

Business Combinations - Schedule of Recognized Intangible Assets (Details)	Dec. 31, 2025 USD ($)
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	$ 114,900,000
Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets Useful Life	15 years
Intangible assets	$ 102,500,000
Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets Useful Life	10 years
Intangible assets	$ 12,400,000
Delta [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	36,000,000
Delta [Member] \| Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	34,200,000
Delta [Member] \| Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	1,800,000
Deluxe [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	19,300,000
Deluxe [Member] \| Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	16,700,000
Deluxe [Member] \| Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	2,600,000
Proficient Transport [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	36,900,000
Proficient Transport [Member] \| Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	32,600,000
Proficient Transport [Member] \| Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	4,300,000
Sierra [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	19,200,000
Sierra [Member] \| Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	16,800,000
Sierra [Member] \| Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	2,400,000
Tribeca [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	3,500,000
Tribeca [Member] \| Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	2,200,000
Tribeca [Member] \| Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	1,300,000
Auto Transport Group [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	23,300,000
Auto Transport Group [Member] \| Customer Relationships [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	22,200,000
Auto Transport Group [Member] \| Trade Names [Member]
Schedule of Recognized Intangible Assets [Line Items]
Intangible assets	$ 1,100,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes [Abstract]

Schedule of Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities consist of the following as of December 31:

	December 31,			December 31,
	2025			2024
Deferred tax assets:
Accrued liabilities	$	1,126,552		$	450,984
Accounts receivable and other reserves		172,271			653,752
Operating lease liabilities		146,489			2,743,518
NOL and other tax attributes		8,168,061			7,160,150
Deductible goodwill		9,438,992			9,256,955
Stock compensation		769,347			912,337
Deferred revenue		2,129,947			—
Other deferred assets		171,838			1,086,422
Total deferred tax asset	$	22,123,497		$	22,264,118

Deferred tax liabilities:
Prepaid expenses	$	(1,415,903	)	$	(2,381,137	)
Property and equipment, net		(26,777,893	)		(28,734,778	)
Intangibles, net		(28,830,141	)		(33,720,352	)
Other deferred liabilities		—			(65,930	)
Total deferred tax liability	$	(57,023,937	)	$	(64,902,197	)

Net deferred tax liability	$	(34,900,440	)	$	(42,638,079	)

Schedule of Geographical Breakdown of Income (Loss) Before Income Taxes

The geographical breakdown of our income (loss) before income taxes is as follows:

	Successor						Predecessor
	Twelve months ended December 31, 2025			Twelve months ended December 31, 2024			Period from January 1, 2024 to May 12, 2024			Twelve months ended December 31, 2023
United States		(43,241,214	)		(9,720,652	)		(21,735,318	)		9,399,787
Foreign		—			—			—			—
(Loss) Income Before Income Taxes		(43,241,214	)		(9,720,652	)		(21,735,318	)		9,399,787

Schedule of Income Tax Expense

Income tax expense consists of the following:

	Successor						Predecessor
	Twelve months ended December 31, 2025			Twelve months ended December 31, 2024			Period from January 1, 2024 to May 12, 2024			Twelve months ended December 31, 2023
Current income taxes:
Federal	$	—		$	—		$	(2,741,786	)	$	1,136,505
State		515,991			137,178			88,653			249,571
Foreign		—			—			—			—
Total current income taxes		515,991			137,178			(2,653,133	)		1,386,076

Deferred income taxes:
Federal		(5,513,609	)		(785,648	)		(2,891,551	)		769,530
State		(2,224,030	)		(596,914	)		(805,958	)		88,011
Foreign		—			—			—			—
Total deferred income taxes (benefit)		(7,737,639	)		(1,382,562	)		(3,697,509	)		857,541
Total income tax expense	$	(7,221,648	)	$	(1,245,384	)	$	(6,350,642	)	$	2,243,617

Schedule of Income Taxes Paid

For the year ended December 31, 2025, following the adoption of ASU 2023-09, our tax payments by jurisdiction are as follows:

	December 31, 2025
Federal	$	—
State
Delaware		349,421
California		183,963
Texas		136,624
New York		76,700
Massachusetts		62,900
Other		297,868
Foreign		—
Total income taxes paid	$	1,107,476

Schedule of Income Tax Provision

Income Tax Disclosures as adopted by ASU 2023-09

	December 31, 2025
	Amount			Percent
Tax at U.S. statutory rate	$	(9,080,655	)		21.0	%
State and local income taxes ⁽¹⁾		(1,599,150	)		3.7	%
Non-taxable or non-deductible items:
Stock based compensation		825,809			(1.9	)%
Goodwill impairment		2,578,399			(6.0	)%
Return to provision and def. rate adjustment		53,949			(0.1	)%
Total tax provision and effective rate	$	(7,221,648	)		16.7	%

(1)	State Taxes of Delaware, California, Texas, New York and Massachusetts made up the majority (greater than 50%) of the tax effect in this category.

Income Tax Disclosures prior to the adoption of ASU 2023-09

	Successor			Predecessor
	Twelve months ended December 31, 2024			Period from January 1, 2024 to May 12, 2024			Twelve months ended December 31, 2023
Federal (benefit) tax at statutory rate (21%)	$	(2,041,337	)	$	(4,564,417	)	$	1,973,955
State taxes, net of federal benefit		(476,051	)		(574,715	)		284,762
Permanent differences to return¹		1,272,004			149,456			18,432
Other discrete items		—			(1,360,966	)		(33,532	)
Total income tax (benefit) expense	$	(1,245,384	)	$	(6,350,642	)	$	2,243,617

⁽¹⁾	For the period twelve months ending December 31, 2024, stock-based compensation deduction limitation accounts for $1.2 million of the permanent item above.

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2025	Sep. 30, 2025
Commitments and Contingencies [Abstract]
Settlement amount	$ 400,000
Penalties and interest		$ 6,650

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2025

Long-Term Debt [Abstract]

Schedule of Long-Term debt

Long-term debt consists of the following:

	December 31, 2025			December 31, 2024
Equipment and vehicle notes payable to financial institutions, requiring monthly principal and interest payments totaling $1,658,163. The notes bear interest ranging from 3.47% to 10.8%, mature between January 2026 and November 2031, and are secured by the Company’s transportation equipment and vehicles	$	52,595,562		$	59,740,532

Term Loan payable to Pinnacle Bank, requiring principal payments of $415,255 per month commencing June 2025. The notes bear interest at SOFR (Currently 3.87%) +2.5% margin per month and mature April 2031¹		22,011,534			16,000,000
		74,607,096			75,740,532
Less: unamortized debt issuance costs		(277,051	)		(350,718	)
Less: current maturities		(20,303,077	)		(19,052,903	)
Total long-term debt	$	54,026,968		$	56,336,911

⁽¹⁾	The Term Loan and Line of Credit includes financial covenants comprised of maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA), both measured quarterly.

Schedule of Future Maturities of Long-Term Debt

Future maturities of long-term debt are as follows:

For the years ending December 31:
2026	$	20,303,077
2027		18,254,521
2028		16,335,522
2029		13,698,398
2030		5,552,050
Thereafter		463,528
Total	$	74,607,096

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 3
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+ Details

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2025	Mar. 25, 2026	Jun. 30, 2025
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	Part III incorporates by reference portions of the registrant’s definitive proxy statement for the annual meeting of stockholders, which will be filed within 120 days after the close of the 2025 fiscal year.
Entity Information [Line Items]
Entity Registrant Name	PROFICIENT AUTO LOGISTICS, INC.
Entity Central Index Key	0001998768
Entity File Number	001-42035
Entity Tax Identification Number	93-1869180
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 362
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	12276 San Jose Blvd.
Entity Address, Address Line Two	Suite 426
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32223
Entity Phone Fax Numbers [Line Items]
City Area Code	(904)
Local Phone Number	506-7918
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	PAL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,725,314

Consolidated Statements of Operations - USD ($)	4 Months Ended	12 Months Ended
Consolidated Statements of Operations - USD ($)	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Successor
Operating revenue
Total operating revenue		$ 430,425,174	$ 240,854,527
Operating Expenses
Salaries, wages and benefits		85,242,607	45,640,725
Stock-based compensation		5,527,316	8,883,142
Fuel and fuel taxes		25,757,819	16,128,862
Purchased transportation		215,153,626	119,908,760
Truck expenses		25,549,240	12,952,229
Depreciation		29,526,381	15,699,025
Intangible amortization		9,779,749	5,709,360
Gain on sale of equipment		(257,864)	(149,683)
Goodwill & Intangibles Impairment		27,787,000
Insurance premiums and claims		24,205,671	13,396,730
General, selling, and other operating expenses		17,488,511	10,577,918
Total Operating Expenses		465,760,056	248,747,068
Operating (loss) income		(35,334,882)	(7,892,541)
Other income and (expense)
Interest expense		(6,588,973)	(4,007,661)
Acquisition Costs		(438,514)	(1,226,915)
Adjustment of Earn Out Contingency			3,095,114
Restructuring Costs		(1,243,171)
Other income, net		364,326	311,351
Total other expense, net		(7,906,332)	(1,828,111)
(Loss) Income before income taxes		(43,241,214)	(9,720,652)
Income tax (benefit) expense		(7,221,648)	(1,245,384)
Net (loss) income		$ (36,019,566)	$ (8,475,268)
Loss Per Share
Basic (in Dollars per share)		$ (1.31)	$ (0.47)
Diluted (in Shares) (in Dollars per share)		$ (1.31)	$ (0.47)
Weighted Average Shares
Basic (in Shares)		27,578,622	17,937,853
Diluted (in Shares) (in Shares)		27,578,622	17,937,853
Predecessor
Operating revenue
Total operating revenue	$ 41,217,688			$ 135,755,993
Operating Expenses
Salaries, wages and benefits	27,483,771			20,435,466
Stock-based compensation
Fuel and fuel taxes	1,119,549			4,461,319
Purchased transportation	25,995,763			83,843,297
Truck expenses	1,886,793			7,038,663
Depreciation	934,988			2,523,971
Intangible amortization
Gain on sale of equipment	(235,081)			(173,859)
Goodwill & Intangibles Impairment
Insurance premiums and claims	1,107,047			3,161,673
General, selling, and other operating expenses	3,944,823			4,112,009
Total Operating Expenses	62,237,653			125,402,539
Operating (loss) income	(21,019,965)			10,353,454
Other income and (expense)
Interest expense	(717,431)			(953,667)
Acquisition Costs
Adjustment of Earn Out Contingency
Restructuring Costs
Other income, net	2,078
Total other expense, net	(715,353)			(953,667)
(Loss) Income before income taxes	(21,735,318)		$ (21,735,318)	9,399,787
Income tax (benefit) expense	(6,350,642)			2,243,617
Net (loss) income	(15,384,676)			7,156,170
Revenue, before fuel surcharge \| Successor
Operating revenue
Total operating revenue		$ 396,627,459	222,055,006
Revenue, before fuel surcharge \| Predecessor
Operating revenue
Total operating revenue	38,947,787			126,437,360
Fuel surcharge and other reimbursements \| Successor
Operating revenue
Total operating revenue		25,887,757	16,302,886
Fuel surcharge and other reimbursements \| Predecessor
Operating revenue
Total operating revenue	2,073,087			9,318,633
Other Revenue \| Successor
Operating revenue
Total operating revenue		4,383,874	1,509,218
Other Revenue \| Predecessor
Operating revenue
Total operating revenue
Lease Revenue \| Successor
Operating revenue
Total operating revenue		$ 3,526,084	$ 987,417
Lease Revenue \| Predecessor
Operating revenue
Total operating revenue	$ 196,814

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2025

Business Combinations [Abstract]

Schedule of Consideration Transferred

Total Acquisition Date Amounts Recognized as of December 31, 2024

	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	36,634,181	$	82,185,183	$	17,442,396	$	10,685,499	$	178,528,051
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	60,637,285	$	108,761,111	$	31,391,436	$	19,685,554	$	284,945,125

Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	26,852,598	$	51,500,811	$	20,321,662	$	9,255,115	$	144,841,925
Goodwill	$	27,558,000	$	33,784,687	$	57,260,300	$	11,069,774	$	10,430,439	$	140,103,200

Total Acquisition Date Amounts Recognized as of May 12, 2025

	Delta		Deluxe¹		Proficient Transport¹		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	35,597,237	$	82,185,183	$	17,442,396	$	10,685,499	$	177,491,107
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	59,600,341	$	108,761,111	$	31,391,436	$	19,685,554	$	283,908,181

Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	25,470,641	$	50,428,659	$	20,321,662	$	9,255,115	$	142,387,816
Goodwill	$	27,558,000	$	34,129,700	$	58,332,452	$	11,069,774	$	10,430,439	$	141,520,365

¹	Final adjustments were made to Deluxe and Proficient Transport. At Deluxe, the Company withheld $1,036,944 of the escrow payment and incurred $1,381,957 in additional liabilities and deferred taxes. At Proficient Transport, an adjustment was made to income tax receivable of $1,072,152.

The table below presents the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of ATG based on the respective fair values as of December 31, 2024 as well as the measurement period adjustments recorded as of August 16, 2025:

	December 31, 2024		Adjustment			August 16, 2025
Purchase consideration
Cash consideration paid	$	28,938,295		(500,000	)	$	28,438,295
Stock consideration issued		20,542,136		-			20,542,136
Total purchase price	$	49,480,431		(500,000	)	$	48,980,431

Allocation of purchase price
Fair value of net assets acquired		24,886,502		218,438			25,104,940
Goodwill		24,593,929		(718,438	)		23,875,491

Schedule of Recognized Intangible Assets

The Company recognized intangible assets as follows:

	Useful Life	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Customer relationships	15 years	$	34,200,000	$	16,700,000	$	32,600,000	$	16,800,000	$	2,200,000	$	102,500,000
Trade names	10 years		1,800,000		2,600,000		4,300,000		2,400,000		1,300,000		12,400,000
Total		$	36,000,000	$	19,300,000	$	36,900,000	$	19,200,000	$	3,500,000	$	114,900,000

The Company recognized intangible assets as follows:

	Useful Life	Auto Transport Group
Customer relationships	15 years	$	22,200,000
Trade names	10 years		1,100,000
Total		$	23,300,000

Schedule of Comparative Expenses of Proficient

There are no comparative expenses of Proficient during the year ended December 31, 2023.

	Unaudited Proforma
	Year Ended December 31,
	2025			2024		2023
Total operating revenue	$	430,425,174		$	388,761,808	$	418,267,000
Total operating (loss) income	$	(32,334,882	)	$	10,943,431	$	32,237,999

	Successor
	December 31,
	2024
Total Operating Revenue	$	240,854,527
Total Operating Income	$	8,086,898

Loss Per Share (Details) - shares	12 Months Ended
Loss Per Share (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
RSU’s [Member]
Loss Per Share [Line Items]
Excluded weighted average number of shares	967,225	1,264,459

Business Combinations

12 Months Ended

Dec. 31, 2025

Business Combinations [Abstract]

Business combinations

Note 3 — Business combinations

Acquisition of the Founding Companies

On December 21, 2023, Proficient Auto Logistics, Inc. entered into agreements to acquire in multiple, separate acquisitions five operating businesses and their respective affiliated entities to found the Company, as applicable: (i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient Transport, and (v) Tribeca. The closing of the acquisitions occurred concurrently with the closing of the Company’s IPO of its common stock on May 13, 2024.

The various agreements to acquire the Founding Companies are briefly described below:

●

The Company entered into a Membership Interest Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Delta for cash and shares of common stock. Delta’s main business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the Southeast and East Coast of the United States.

●

The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Deluxe for cash, shares of common stock and contingent consideration in the form of an earn-out provision. The earn-out provision which provided that the Company would make earn-out payments, fifty percent (50%) in cash and fifty percent (50%) in shares of common stock, to Deluxe under certain terms and conditions related to Deluxe’s EBITDA for the period commencing on January 1, 2024 and ending on December 31, 2024. No earnout payment was ultimately due under this agreement. Deluxe’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the West Coast and South of the United States.

●

The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Proficient Transport for cash and shares of common stock. Proficient Transport’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the South, Southeast and East Coast of the United States.

●

The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Sierra for cash and shares of common stock. Sierra Mountain’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the West Coast and the Midwest of the United States.

●

The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Tribeca for cash and shares of common stock. Tribeca’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the East Coast and Southeast of the United States.

The acquisitions were accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations. Proficient Auto Logistics, Inc was the accounting acquirer. The tables below present the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of the Founding Companies based on the respective fair values as of May 13, 2024.

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as one year following the acquisition date). As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the tables below. Adjustments were primarily made to property and equipment, operating lease right-of-use assets, goodwill, and deferred income taxes. The property and equipment fair value revision had an impact to depreciation expense and an adjustment to reduce depreciation by $848,000 was recorded in depreciation on the consolidated statements of operations.

Total Acquisition Date Amounts Recognized as of December 31, 2024

	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	36,634,181	$	82,185,183	$	17,442,396	$	10,685,499	$	178,528,051
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	60,637,285	$	108,761,111	$	31,391,436	$	19,685,554	$	284,945,125

Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	26,852,598	$	51,500,811	$	20,321,662	$	9,255,115	$	144,841,925
Goodwill	$	27,558,000	$	33,784,687	$	57,260,300	$	11,069,774	$	10,430,439	$	140,103,200

Total Acquisition Date Amounts Recognized as of May 12, 2025

	Delta		Deluxe¹		Proficient Transport¹		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	35,597,237	$	82,185,183	$	17,442,396	$	10,685,499	$	177,491,107
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	59,600,341	$	108,761,111	$	31,391,436	$	19,685,554	$	283,908,181

Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	25,470,641	$	50,428,659	$	20,321,662	$	9,255,115	$	142,387,816
Goodwill	$	27,558,000	$	34,129,700	$	58,332,452	$	11,069,774	$	10,430,439	$	141,520,365

¹	Final adjustments were made to Deluxe and Proficient Transport. At Deluxe, the Company withheld $1,036,944 of the escrow payment and incurred $1,381,957 in additional liabilities and deferred taxes. At Proficient Transport, an adjustment was made to income tax receivable of $1,072,152.

The Company recognized intangible assets as follows:

	Useful Life	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Customer relationships	15 years	$	34,200,000	$	16,700,000	$	32,600,000	$	16,800,000	$	2,200,000	$	102,500,000
Trade names	10 years		1,800,000		2,600,000		4,300,000		2,400,000		1,300,000		12,400,000
Total		$	36,000,000	$	19,300,000	$	36,900,000	$	19,200,000	$	3,500,000	$	114,900,000

The Combinations resulted in $141.5 million of goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of the types of acquisitions in which the Company engaged for the period April 1 to May 12, 2024, asset, stock acquisitions, and stock acquisitions with a 338(h)(10) election made, the Company expects approximately $120.6 million of the total goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. At December 31, 2025, the values of the founding companies are complete. Any subsequent adjustments will now be recorded to earnings. The Company recorded remeasurement adjustments of the Founding Companies as indicated in the respective entity table columns above.

On August 8, 2024, PAL Stock Acquiror, Inc. and PAL Merger Sub, LLC, subsidiaries of the Company, executed an Agreement and Plan of Merger (the “Merger Agreement”) with Auto Transport Group, LC, (“ATG”) pursuant to which the Company acquired all of the outstanding equity of ATG to expand the Company’s geographic presence and services offered. ATG provides vehicle transportation and shipping services in the Mountain Western region. The transaction closed on August 15, 2024. The acquisition was accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations. Proficient Auto Logistics, Inc. was the accounting acquirer, and the Company elected to apply pushdown accounting. The table below presents the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of ATG based on the respective fair values as of December 31, 2024 as well as the measurement period adjustments recorded as of August 16, 2025:

	December 31, 2024		Adjustment			August 16, 2025
Purchase consideration
Cash consideration paid	$	28,938,295		(500,000	)	$	28,438,295
Stock consideration issued		20,542,136		-			20,542,136
Total purchase price	$	49,480,431		(500,000	)	$	48,980,431

Allocation of purchase price
Fair value of net assets acquired		24,886,502		218,438			25,104,940
Goodwill		24,593,929		(718,438	)		23,875,491

The Company recognized intangible assets as follows:

	Useful Life	Auto Transport Group
Customer relationships	15 years	$	22,200,000
Trade names	10 years		1,100,000
Total		$	23,300,000

The acquisition of ATG resulted in $23,875,491 of goodwill, consisting largely of the expected synergies from combining operations, as well as the value of the workforce. In this asset acquisition, no portion of the total goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. At December 31, 2025, the value of ATG acquisition is complete. Any subsequent adjustments will now be recorded to earnings.

Utah Truck & Trailer Acquisition

On November 1, 2024, PAL Stock Acquiror, Inc. purchased Utah Truck & Trailer Repair, LLC, (“UTT”), a repair facility located at the ATG headquarters terminal in Ogden, Utah. The Company purchased UTT for $4,515,004 in an all-cash transaction to expand the Company’s ability to maintain its revenue generating fleet in the Western region of the country. In connection with this acquisition, the Company recognized $155,458 in net tangible assets and $4,359,546 in goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this asset acquisition, the Company expects all of the goodwill reported will be tax deductible. At December 31, 2025, the value of UTT acquisition is complete. Any subsequent adjustments will now be recorded to earnings.

Brothers Auto Transport Acquisition

On April 1, 2025, PAL Stock Acquiror, Inc. purchased all the outstanding equity of Brothers Auto Transport, LLC, (“Brothers”), which provides vehicle transportation and shipping services in the Northeast and MidAtlantic regions of the country. Brothers was purchased for $12,448,011, a combination of cash and stock. In connection with this acquisition, the Company recognized $6,674,876 in net tangible assets which includes $6,338,899 in equipment notes, and $2,220,000 in intangible assets and $3,553,135 in goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this acquisition, the Company expects all of the goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

PVT Truck and Trailer Acquisition

On May 27, 2025, Proficient Repairs Services, LLC purchased PVT Truck & Trailer Repair, LLC, (“PVT”), a repair facility located at the Brothers headquarters terminal in Wind Gap, Pennsylvania. The Company purchased PVT for $1,032,995 in an all-cash transaction to expand the Company’s ability to maintain its revenue generating fleet in the Northeast and MidAtlantic regions of the country. In connection with this acquisition, the Company recognized $310,129 in net tangible assets and $722,866 in goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this asset acquisition, the Company expects all of the goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Unaudited Proforma and Revenue and Earnings of Acquirees from Acquisition Date through December 31, 2025

The amounts shown below reflect the unaudited proforma summary combined financial results of the five Founding Companies, ATG, and UTT for the full twelve-month periods presented without any pro forma adjustments that would give effect to the completion of the IPO or any related transaction expenses or adjustments recognized as a result of the IPO and concurrent Combinations. The results of Proficient (acquiror entity) are included in the year ended December 31, 2024; however, they reflect only those operating expenses incurred following the closing of the IPO and concurrent Combinations (May 13 – December 31, 2024). There are no comparative expenses of Proficient during the year ended December 31, 2023.

	Unaudited Proforma
	Year Ended December 31,
	2025			2024		2023
Total operating revenue	$	430,425,174		$	388,761,808	$	418,267,000
Total operating (loss) income	$	(32,334,882	)	$	10,943,431	$	32,237,999

Total Operating revenue and Operating income of acquirees of the five Founding Companies, ATG, and UTT incorporated within the consolidated financial results of Proficient (acquiror entity) since their acquisition dates comprise the following:

	Successor
	December 31,
	2024
Total Operating Revenue	$	240,854,527
Total Operating Income	$	8,086,898

- Definition

The entire disclosure for business combination.

+ References

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+ Details

Summary of Significant Accounting Policies - Schedule of Estimated Credit Losses (Details) - USD ($)

4 Months Ended

12 Months Ended

May 12, 2024

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Successor [Member]

Schedule of Estimated Credit Losses [Line Items]

Beginning Balance

$ 134,372

Provision

764,646

134,372

(72,278)

^[1]

$ 826,740

134,372

Predecessor [Member]

Schedule of Estimated Credit Losses [Line Items]

Beginning Balance

634,913

$ 634,913

342,576

Provision

53,000

298,000

Recoveries

(5,663)

Write Offs

Other

^[1]

(687,913)

Ending Balance

$ 634,913

[1]	The Other row for the Predecessor period ending May 12, 2024 reflects the impact of the recognition of Accounts Receivable at fair value as a result of the Combination Agreements. Refer to Note 3 for further information.

Loss Per Share

12 Months Ended

Dec. 31, 2025

Loss Per Share [Abstract]

Loss per share

Note 16 — Loss per share

Basic loss per share is based upon the weighted average common shares outstanding during each year. Diluted loss per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. During the period ended December 31, 2024, the Company had outstanding restricted shares of common stock to certain of our employees and directors, under the Company’s restricted stock award plans. The diluted shares include the dilutive effect of restricted stock units based on the treasury stock method.

A reconciliation of the numerator (net loss) and denominator (weighted average number of shares outstanding of the basic loss per share) for the period ended December 31, 2025 and 2024 and is as follows:

	December 31, 2025			December 31, 2024
Numerator:
Net Loss	$	(36,019,566	)	$	(8,475,268	)

Denominator:
Weighted-Average Number of Shares of Common Stock		27,578,622			17,937,853
Basic Loss per Share	$	(1.31	)	$	(0.47	)

The Company excluded 967,225 and 1,264,459 of unvested RSU’s from the computation of weighted-average number of shares of common stock in computing the diluted loss per share for the periods presented because including them would have had an anti-dilutive effect for the period ended December 31, 2025 and December 31, 2024, respectively.

Goodwill - Schedule of Carrying Amount of Goodwill (Details)	12 Months Ended
	Dec. 31, 2025 USD ($)
Company Drivers [Member]
Schedule of Carrying Amount of Goodwill [Line Items]
Balance – December 31, 2024	$ 87,434,455
Additions	3,391,969
Adjustments	(121,280)
Impairment
Balance – September 30, 2025	90,705,144
Subhaulers [Member]
Schedule of Carrying Amount of Goodwill [Line Items]
Balance – December 31, 2024	81,622,220
Additions	884,032
Adjustments	820,011
Impairment	(25,555,000)
Balance – September 30, 2025	57,771,263
Consolidated [Member]
Schedule of Carrying Amount of Goodwill [Line Items]
Balance – December 31, 2024	169,056,675
Additions	4,276,001
Adjustments	698,731
Impairment	(25,555,000)
Balance – September 30, 2025	$ 148,476,407

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Related Party Transactions - Schedule of Future Payments (Details) - Related Party [Member]	Dec. 31, 2025 USD ($)
Schedule of Future Payments [Line Items]
2026	$ 2,782,497
2027	3,072,625
2028	2,529,511
2029	1,811,332
2030 and thereafter	4,583,876
Operating leases, Total undiscounted cash flows	$ 14,779,841

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	Dec. 31, 2025
Buildings and improvements [Member] \| Minimum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	5 years
Buildings and improvements [Member] \| Maximum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	39 years
Furniture and equipment [Member] \| Minimum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	2 years
Furniture and equipment [Member] \| Maximum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	7 years
Machinery and equipment [Member] \| Minimum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	5 years
Machinery and equipment [Member] \| Maximum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	7 years
Software and computer equipment [Member] \| Minimum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	3 years
Software and computer equipment [Member] \| Maximum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	5 years
Transportation equipment [Member] \| Minimum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	5 years
Transportation equipment [Member] \| Maximum [Member]
Schedule of Property and Equipment Estimated Useful Lives [Line Items]
Property and Equipment estimated useful lives	10 years

Property and Equipment

12 Months Ended

Dec. 31, 2025

Property and Equipment [Abstract]

Property and equipment

Note 7 — Property and equipment

Property and equipment, net of accumulated depreciation, consists of the following

	December 31, 2025			December 31, 2024
Land	$	2,220,000		$	2,220,000
Buildings and improvements		1,715,459			1,667,565
Furniture and equipment		306,705			403,920
Machinery and equipment		1,176,430			1,171,785
Software and computer equipment		1,156,458			844,410
Transportation equipment		152,775,053			131,870,528
		159,350,105			138,178,208
Less accumulated amortization and depreciation		(43,500,044	)		(15,541,572	)
Property and equipment, net	$	115,850,061		$	122,636,636

The Company recorded a gain on the disposal of equipment of $257,864, $149,683, $235,081, and $173,859, in the consolidated statements of operations for the year ended December 31, 2025(Successor), December 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the year ended December 31, 2023 (Predecessor), respectively.

Stock-Based Compensation - Schedule of All Restricted Stock/Units Outstanding (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2025 USD ($) $ / shares shares
Schedule of All Restricted Stock/Units Outstanding [Line Items]
Number of Shares, Outstanding Balance \| shares	1,264,459
Weighted Average Grant Date Fair Value, Outstanding Balance \| $ / shares	$ 15.06
Total Grant Date Fair Value, Outstanding Balance \| $	$ 19,041,263
Number of Shares, Granted \| shares	98,196
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 8.18
Total Grant Date Fair Value, Granted \| $	$ 800,940
Number of Shares, Vested \| shares	(369,113)
Weighted Average Grant Date Fair Value, Vested \| $ / shares	$ 15.1
Total Grant Date Fair Value, Vested \| $	$ (5,573,944)
Number of Shares, Canceled/Forfeited \| shares	(26,317)
Weighted Average Grant Date Fair Value, Canceled/Forfeited \| $ / shares	$ 10.42
Total Grant Date Fair Value, Canceled/Forfeited \| $	$ (274,243)
Number of Shares, Outstanding Ending \| shares	967,225
Weighted Average Grant Date Fair Value, Outstanding Balance \| $ / shares	$ 14.47
Total Grant Date Fair Value, Outstanding Balance \| $	$ 13,994,016
Weighted Average Remaining Contractual Life, Outstanding Balance	2 years 8 months 12 days

Leases - Schedule of Lease Cost (Details) - USD ($)	4 Months Ended	12 Months Ended
Leases - Schedule of Lease Cost (Details) - USD ($)	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Successor [Member]
Schedule of Lease Cost [Line Items]
Operating lease cost		$ 2,729,053	$ 1,506,424
Finance lease costs:
Amortization of finance lease assets		89,184	20,671
Interest on lease liabilities		6,950	3,362
Short-term lease costs		474,552	577,265
Total lease costs		$ 3,299,739	$ 2,107,722
Predecessor [Member]
Schedule of Lease Cost [Line Items]
Operating lease cost	$ 27,951			$ 28,918
Finance lease costs:
Amortization of finance lease assets	160,032			483,731
Interest on lease liabilities	132,062			201,072
Short-term lease costs	99,533			145,923
Total lease costs	$ 419,578			$ 859,644

Line of Credit

12 Months Ended

Dec. 31, 2025

Line of Credit [Abstract]

Line of credit

Note 10 — Line of credit

At December 31, 2023, Proficient Transport had an outstanding balance on the revolving line of credit of $3,450,129. The revolving line of credit for Proficient Transport was with a financial institution which provided for borrowings up to $18,000,000 subject to a borrowing base calculation of Qualified Accounts Receivable plus Qualified Rolling Stock (trucks, tractors, and trailers that transport goods in interstate commerce purchased on the line). Interest was payable monthly at the Prime Rate plus 0.75% per annum, but no less than 4% per annum (9.25% as of December 31, 2023). Borrowings against the line of credit was secured by all assets of Proficient Transport. The line of credit required Proficient Transport to comply with certain restrictive covenants, including but not limited to a debt service coverage ratio, tangible net worth plus subordinated debt, and liabilities to tangible net worth plus subordinated debt ratio. Proficient Transport was in compliance with all covenants as December 31, 2023. On July 9, 2024, Proficient Transport terminated its revolving line of credit.

In June 2024, Proficient Transport entered into a revolving line of credit agreement with a financial institution which provides for borrowing up to $12,000,000 subject to a borrowing base calculation of Qualified Accounts Receivable. Interest is payable monthly at the Prime Rate but no less than 3% annum. Borrowings against the line of credit are secured by all of Proficient Transport’s assets and matures in June 2026, when all accrued interest and unpaid principal is due. This line of credit was repaid and terminated on November 8, 2024. At the time of termination, the revolving line of credit had an outstanding balance of $9,514,907 including interest.

In May 2024, Deluxe entered into a line of credit agreement with a bank. Under this agreement, Deluxe, or any of its subsidiaries or affiliates, may request the issuance of letters of credit by the bank or any bank affiliate, subject to the bank’s approval and the terms of the agreement. The agreement established a credit facility (the “Facility”) with a maximum borrowing base of $6,000,000. In May 2024, the agreement was amended and extended to August 2024. The line of credit was paid off and terminated on August 8, 2024.

On November 8, 2024, Proficient entered into a credit facility with a commercial bank that includes up to $25 million in term debt and up to another $20 million in a revolving line of credit with a maturity date of November 8, 2029. The term debt portion bears interest at the Secured Overnight Financing Rate (“SOFR”), plus 2.50%, with interest only payments for the first six months and the balance at the end of six months with principal amortizing over the ensuing five years with 60 monthly payments. Drawn balances from the revolving line of credit bear interest at SOFR, plus 2.20%, with all principal and interest to be repaid at the end of five years. The amount available to be drawn from the line of credit at any point in time is based on a percentage of consolidated accounts receivable and inventory reported by Proficient and its subsidiaries subject to certain conditions, including limitations on the ageing of invoices over 90 days, and maximum customer concentration. The amount available to be drawn under the line of credit was $20 million on December 31, 2025. The term debt includes financial covenants that include maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA). As of December 31, 2025, Proficient was in compliance with its debt covenants. Collateral for the facility includes Accounts Receivable balances owed to the Company and truck maintenance inventory. Upon closing of the credit facility, the Company drew $16.0 million from the available term debt, a portion of which was used to repay and terminate the Proficient Transport line of credit. In April 2025, the Company drew an additional $9 million from the available term debt to fund the cash portion of the acquisition of Brothers. At December 31, 2025, there was no outstanding borrowings on the revolving line of credit and the ending balance on the term debt was $22,011,534.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent events

Note 19 — Subsequent events

Share Repurchase Program

On March 2, 2026, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $15 million of its common stock. The repurchase program authorizes the Company to purchase its common stock from time to time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions. As of March 25, 2026, we have repurchased 82,877 shares of common stock at an average price of $6.25.

Litigation

In November 2025, a second amended civil complaint was filed in federal court in South Carolina against the Company, its subsidiaries Tribeca Automotive, Inc. (“Tribeca”) and Proficient Services, Inc. (f/k/a PAL Stock Acquiror, Inc.) and an individual employee of Tribeca arising out of a vehicular accident involving one of Tribeca’s vehicles. In March 2026, the Company agreed in principle to settle the case to avoid the cost, risk and distraction of continued litigation. While the non-financial terms of the settlement have yet to be finalized, the Company recorded a legal settlement reserve of $3 million in the fourth quarter of 2025 for this matter.

Goodwill

12 Months Ended

Dec. 31, 2025

Goodwill [Abstract]

Goodwill

Note 5 — Goodwill

Goodwill is evaluated for impairment annually as of November 30, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

As of November 30, 2025, the company completed a quantitative impairment analysis for goodwill related to its Company Driver and Subhauler reporting units during its annual assessment. Based on this analysis, the Company recognized goodwill impairment of $25.6 million within its Subhauler reporting unit, reflected in Goodwill & Intangibles Impairment within the Consolidated Statements of Operations. Downward revisions to forecasts in the analysis was the primary reason for the impairment charge As of November 30, 2025, the Company believes the carrying value of the Subhauler reporting unit approximates its fair value. As of November 30, 2025, the carrying value of goodwill within the Subhauler reporting unit was $57.8 million.

As part of the Company’s impairment analyses, fair value of the reporting units were determined using both the income and market approach. The income approach requires management to estimate a number of factors, including the projected future operating results, economic projections, anticipated future cash flow and discount rates. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping as well as recent guideline transactions.

The determination of the fair value of the reporting unit requires the Company to make significant estimates and assumptions related to the business and financial performance of the Company’s reporting units. These estimates and assumptions primarily include but are not limited to; the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industry which the Company competes, discount rates, terminal growth rates, forecasts of revenue, operating income, depreciation, amortization, working capital requirements and capital expenditures. Future increases in discount rates or deterioration in the observable prices for guideline companies could result in further goodwill impairment in subsequent periods.

The changes in the carrying amount of goodwill and allocation to reportable segment are as follows:

	Company Drivers			Subhaulers			Consolidated
Balance – December 31, 2024	$	87,434,455		$	81,622,220		$	169,056,675
Additions		3,391,969			884,032			4,276,001
Adjustments		(121,280	)		820,011			698,731
Impairment		-			(25,555,000	)		(25,555,000	)
Balance – December 31, 2025	$	90,705,144		$	57,771,263		$	148,476,407

- Definition

The entire disclosure for goodwill.

+ References + Details

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2025

Related Party [Member]

Schedule of Future Payments

The following table is a schedule of future payments at December 31, 2025:

2026	$	2,782,497
2027		3,072,625
2028		2,529,511
2029		1,811,332
2030 and thereafter		4,583,876
Total undiscounted cash payments	$	14,779,841

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Property and Equipment (Details) - USD ($)	4 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($)	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Successor [Member]
Property and Equipment [Line Items]
Gain on the disposal of equipment		$ 257,864	$ 149,683
Predecessor [Member]
Property and Equipment [Line Items]
Gain on the disposal of equipment	$ 235,081			$ 173,859

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Auditor [Table]
Auditor Name	GRANT THORNTON LLP
Auditor Firm ID	248
Auditor Location	Tulsa, Oklahoma
Auditor Opinion [Text Block]	Opinion on the financial statements We have audited the accompanying consolidated balance sheet of Proficient Auto Logistics, Inc. (Successor) (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024; the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2025 and 2024 (Successor), the period from January 1, 2024 to May 12, 2024 for Proficient Auto Transport, Inc. (Predecessor) (a Delaware corporation) and subsidiaries, and the year ended December 31, 2023 (Predecessor); and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 (Successor), and the results of its operations and its cash flows for each of the years ended December 31, 2025 and 2024 (Successor), the period from January 1, 2024 to May 12, 2024 (Predecessor), and the year ended December 31, 2023 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.

Goodwill (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill [Abstract]

Schedule of Carrying Amount of Goodwill

The changes in the carrying amount of goodwill and allocation to reportable segment are as follows:

	Company Drivers			Subhaulers			Consolidated
Balance – December 31, 2024	$	87,434,455		$	81,622,220		$	169,056,675
Additions		3,391,969			884,032			4,276,001
Adjustments		(121,280	)		820,011			698,731
Impairment		-			(25,555,000	)		(25,555,000	)
Balance – December 31, 2025	$	90,705,144		$	57,771,263		$	148,476,407

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Related Party Transactions [Line Items]
Rent payment	$ 2,585,304	$ 1,461,661
Other Transactions with Related Parties [Member]
Related Party Transactions [Line Items]
Debt related party	773,720
Successor [Member]
Related Party Transactions [Line Items]
Lease liability	$ 12,143,369
Successor [Member] \| Other Transactions with Related Parties [Member]
Related Party Transactions [Line Items]
Debt bears interest rate	6.00%
Debt matures	April 2028
Debt	$ 29,681
Collateral insurance deposit	$ 2,241,923
Successor [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Lease liability		$ 10,813,041

Segment Reporting - Schedule of Information About Our Reportable Segments (Details) - Reportable Segments [Member] - USD ($)

4 Months Ended

8 Months Ended

12 Months Ended

May 12, 2024

Dec. 31, 2023

Dec. 31, 2025

Dec. 31, 2024

Successor [Member]

Revenue

Total operating revenue

$ 430,425,174

$ 240,854,527

Less:

Salaries, wages and benefits

80,201,079

42,746,039

Fuel and fuel taxes

25,757,819

16,128,862

Purchased transportation

215,153,626

119,908,760

Truck expenses

25,549,240

12,952,229

Depreciation

29,438,060

15,693,637

Goodwill & Intangible Impairment

27,787,000

Other segment items

31,626,808

^[1]

19,628,741

^[2]

Operating (loss) income

(5,088,458)

13,796,259

Reconciliation of segment operating profit to income before income taxes:

Other profit/(loss)

(30,246,424)

^[3]

(21,688,800)

^[4]

Interest Expense

(6,588,973)

(4,007,661)

Acquisition Costs

(438,514)

(1,226,915)

Earn Out Contingency Gain / Loss

(1,243,171)

3,095,114

Other Income, net

364,326

311,351

Income Before Income Taxes

(43,241,214)

(9,720,652)

Other Segment Disclosures:

Depreciation and amortization

29,438,060

^[5]

15,693,637

^[6]

Intangible amortization

9,779,749

^[3]

5,714,748

^[4]

Consolidated Depreciation and Amortization

39,217,809

21,408,385

Successor [Member] | Company Drivers [Member]

Less:

Salaries, wages and benefits

60,409,154

30,842,256

Fuel and fuel taxes

25,757,819

16,128,862

Purchased transportation

Truck expenses

25,549,240

12,952,229

Depreciation

21,683,313

11,282,400

Goodwill & Intangible Impairment

Other segment items

13,852,354

^[1]

10,582,496

^[2]

Operating (loss) income

7,346,855

5,478,854

Other Segment Disclosures:

Depreciation and amortization

21,683,313

^[5]

11,282,400

^[6]

Successor [Member] | Subhaulers [Member]

Less:

Salaries, wages and benefits

19,791,925

11,903,783

Fuel and fuel taxes

Purchased transportation

215,153,626

119,908,760

Truck expenses

Depreciation

7,754,747

4,411,237

Goodwill & Intangible Impairment

27,787,000

Other segment items

17,774,454

^[1]

9,046,245

^[2]

Operating (loss) income

(12,435,313)

8,317,405

Other Segment Disclosures:

Depreciation and amortization

7,754,747

^[5]

4,411,237

^[6]

Predecessor [Member]

Revenue

Total operating revenue

$ 41,217,688

$ 135,755,993

Less:

Salaries, wages and benefits

27,483,771

20,435,466

Fuel and fuel taxes

1,119,549

4,461,319

Purchased transportation

25,995,763

83,843,297

Truck expenses

1,886,793

7,038,663

Other segment items

4,816,789

^[7]

7,099,823

^[8]

Operating (loss) income

(21,019,965)

10,353,454

Reconciliation of segment operating profit to income before income taxes:

Interest Expense

(717,431)

(953,667)

Other Income, net

2,078

Income Before Income Taxes

(21,735,318)

9,399,787

Other Segment Disclosures:

Depreciation and amortization

934,988

2,523,971

^[9]

Consolidated Depreciation and Amortization

934,988

2,523,971

Predecessor [Member] | Company Drivers [Member]

Less:

Salaries, wages and benefits

5,328,667

14,410,374

Fuel and fuel taxes

1,119,549

4,461,319

Purchased transportation

11,326,888

Truck expenses

1,886,793

7,038,979

Other segment items

986,536

^[7]

3,529,522

^[8]

Operating (loss) income

(2,625,201)

289,389

Other Segment Disclosures:

Depreciation and amortization

872,783

^[10]

2,347,084

^[9]

Predecessor [Member] | Subhaulers [Member]

Less:

Salaries, wages and benefits

22,155,104

6,025,092

Fuel and fuel taxes

Purchased transportation

25,995,763

72,516,409

Truck expenses

(316)

Other segment items

3,830,253

^[7]

3,570,301

^[8]

Operating (loss) income

(18,394,764)

10,064,065

Other Segment Disclosures:

Depreciation and amortization

62,205

176,887

^[9]

Revenue, before Fuel Surcharge [Member] | Successor [Member]

Revenue

Total operating revenue

396,627,459

222,055,006

Revenue, before Fuel Surcharge [Member] | Successor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

143,603,890

80,364,399

Revenue, before Fuel Surcharge [Member] | Successor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

253,023,569

141,690,607

Revenue, before Fuel Surcharge [Member] | Predecessor [Member]

Revenue

Total operating revenue

38,947,787

126,437,360

Revenue, before Fuel Surcharge [Member] | Predecessor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

6,749,129

38,475,802

Revenue, before Fuel Surcharge [Member] | Predecessor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

32,198,658

87,961,558

Fuel Surcharge and Other Reimbursements [Member] | Successor [Member]

Revenue

Total operating revenue

25,887,757

16,302,886

Fuel Surcharge and Other Reimbursements [Member] | Successor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

9,185,508

5,907,191

Fuel Surcharge and Other Reimbursements [Member] | Successor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

16,702,249

10,395,695

Fuel Surcharge and Other Reimbursements [Member] | Predecessor [Member]

Revenue

Total operating revenue

2,073,087

9,318,633

Fuel Surcharge and Other Reimbursements [Member] | Predecessor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

819,998

4,927,753

Fuel Surcharge and Other Reimbursements [Member] | Predecessor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

1,253,089

4,390,880

Other Revenue [Member] | Successor [Member]

Revenue

Total operating revenue

4,383,874

1,509,218

Other Revenue [Member] | Successor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

1,809,337

995,507

Other Revenue [Member] | Successor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

2,574,537

513,711

Other Revenue [Member] | Predecessor [Member]

Revenue

Total operating revenue

Other Revenue [Member] | Predecessor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

Other Revenue [Member] | Predecessor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

Lease Revenue [Member] | Successor [Member]

Revenue

Total operating revenue

3,526,084

987,417

Lease Revenue [Member] | Successor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

Lease Revenue [Member] | Successor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

3,526,084

987,417

Lease Revenue [Member] | Predecessor [Member]

Revenue

Total operating revenue

196,814

Lease Revenue [Member] | Predecessor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

Lease Revenue [Member] | Predecessor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

196,814

Segment Revenue [Member] | Successor [Member]

Revenue

Total operating revenue

430,425,174

240,854,527

Segment Revenue [Member] | Successor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

154,598,735

87,267,097

Segment Revenue [Member] | Successor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

$ 275,826,439

$ 153,587,430

Segment Revenue [Member] | Predecessor [Member]

Revenue

Total operating revenue

41,217,688

135,755,993

Segment Revenue [Member] | Predecessor [Member] | Company Drivers [Member]

Revenue

Total operating revenue

7,569,127

43,403,555

Segment Revenue [Member] | Predecessor [Member] | Subhaulers [Member]

Revenue

Total operating revenue

$ 33,648,561

$ 92,352,438

[1]	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.
[2]	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.
[3]	Other profit/(loss) relates to items not included within the Company’s measure of Segment Operating profit / (loss), these include corporate and unallocated expenses which were not included within the measures of segment profitability regularly reviewed by the CODM. These include $5,041,528 in Salaries, wages and benefits, $5,527,316 in Stock Based Compensation, $88,321 in Depreciation and amortization, $9,779,749 in Intangible Amortization, $4,226,175 in Insurance Premiums and Claims, and $5,583,335 in General Selling, and other Operating expenses.
[4]	Other profit/(loss) relates to items not included within the Company’s measure of Segment Operating profit / (loss), these include corporate and unallocated expenses which were not included within the measures of segment profitability regularly reviewed by the CODM. These include $2,894,687 in Salaries, wages and benefits, $8,883,142 in Stock Based Compensation, $5,388 in Depreciation and amortization, $5,709,360 in Intangible Amortization, $757,028 in Insurance Premiums and Claims, and $3,439,195 in General Selling, and other Operating expenses.
[5]	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.
[6]	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.
[7]	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.
[8]	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.
[9]	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.
[10]	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Business Combinations - Schedule of Consideration Transferred (Details) - USD ($)

Aug. 16, 2025

May 12, 2025

Dec. 31, 2024

Dec. 31, 2025

Acquisition Date Amounts Recognized [Member]

Purchase consideration

Cash consideration paid

$ 28,938,295

Stock consideration issued

20,542,136

Total purchase price

49,480,431

Allocation of purchase price

Fair value of net assets acquired

24,886,502

Goodwill

24,593,929

Acquisition Date Amounts Recognized [Member] | Delta [Member]

Purchase consideration

Cash consideration paid

$ 31,580,792

Stock consideration issued

32,888,947

Contingent consideration – earn-out

Total purchase price

64,469,739

Allocation of purchase price

Fair value of net assets acquired

36,911,739

Goodwill

27,558,000

Acquisition Date Amounts Recognized [Member] | Deluxe [Member]

Purchase consideration

Cash consideration paid

36,634,181

Stock consideration issued

20,907,990

Contingent consideration – earn-out

3,095,114

Total purchase price

60,637,285

Allocation of purchase price

Fair value of net assets acquired

26,852,598

Goodwill

33,784,687

Acquisition Date Amounts Recognized [Member] | Proficient Transport [Member]

Purchase consideration

Cash consideration paid

82,185,183

Stock consideration issued

26,575,928

Contingent consideration – earn-out

Total purchase price

108,761,111

Allocation of purchase price

Fair value of net assets acquired

51,500,811

Goodwill

57,260,300

Acquisition Date Amounts Recognized [Member] | Sierra [Member]

Purchase consideration

Cash consideration paid

17,442,396

Stock consideration issued

13,949,040

Contingent consideration – earn-out

Total purchase price

31,391,436

Allocation of purchase price

Fair value of net assets acquired

20,321,662

Goodwill

11,069,774

Acquisition Date Amounts Recognized [Member] | Tribeca [Member]

Purchase consideration

Cash consideration paid

10,685,499

Stock consideration issued

9,000,055

Contingent consideration – earn-out

Total purchase price

19,685,554

Allocation of purchase price

Fair value of net assets acquired

9,255,115

Goodwill

10,430,439

Acquisition Date Amounts Recognized [Member] | Adjustment [Member]

Purchase consideration

Cash consideration paid

(500,000)

Stock consideration issued

Total purchase price

(500,000)

Allocation of purchase price

Fair value of net assets acquired

218,438

Goodwill

(718,438)

Total Acquisition Date Amounts Recognized [Member]

Purchase consideration

Cash consideration paid

178,528,051

Stock consideration issued

103,321,960

Contingent consideration – earn-out

3,095,114

Total purchase price

284,945,125

Allocation of purchase price

Fair value of net assets acquired

144,841,925

Goodwill

$ 140,103,200

Acquisition Date Amounts Recognized, As Adjusted [Member]

Purchase consideration

Cash consideration paid

28,438,295

Stock consideration issued

20,542,136

Total purchase price

48,980,431

Allocation of purchase price

Fair value of net assets acquired

25,104,940

Goodwill

$ 23,875,491

Acquisition Date Amounts Recognized, As Adjusted [Member] | Delta [Member]

Purchase consideration

Cash consideration paid

$ 31,580,792

Stock consideration issued

32,888,947

Contingent consideration – earn-out

Total purchase price

64,469,739

Allocation of purchase price

Fair value of net assets acquired

36,911,739

Goodwill

27,558,000

Acquisition Date Amounts Recognized, As Adjusted [Member] | Deluxe [Member]

Purchase consideration

Cash consideration paid

^[1]

35,597,237

Stock consideration issued

^[1]

20,907,990

Contingent consideration – earn-out

^[1]

3,095,114

Total purchase price

^[1]

59,600,341

Allocation of purchase price

Fair value of net assets acquired

^[1]

25,470,641

Goodwill

^[1]

34,129,700

Acquisition Date Amounts Recognized, As Adjusted [Member] | Proficient Transport [Member]

Purchase consideration

Cash consideration paid

^[1]

82,185,183

Stock consideration issued

^[1]

26,575,928

Contingent consideration – earn-out

^[1]

Total purchase price

^[1]

108,761,111

Allocation of purchase price

Fair value of net assets acquired

^[1]

50,428,659

Goodwill

^[1]

58,332,452

Acquisition Date Amounts Recognized, As Adjusted [Member] | Sierra [Member]

Purchase consideration

Cash consideration paid

17,442,396

Stock consideration issued

13,949,040

Contingent consideration – earn-out

Total purchase price

31,391,436

Allocation of purchase price

Fair value of net assets acquired

20,321,662

Goodwill

11,069,774

Acquisition Date Amounts Recognized, As Adjusted [Member] | Tribeca [Member]

Purchase consideration

Cash consideration paid

10,685,499

Stock consideration issued

9,000,055

Contingent consideration – earn-out

Total purchase price

19,685,554

Allocation of purchase price

Fair value of net assets acquired

9,255,115

Goodwill

10,430,439

Total Acquisition Date Amounts Recognized, As Adjusted [Member]

Purchase consideration

Cash consideration paid

177,491,107

Stock consideration issued

103,321,960

Contingent consideration – earn-out

3,095,114

Total purchase price

283,908,181

Allocation of purchase price

Fair value of net assets acquired

142,387,816

Goodwill

$ 141,520,365

$ 141,500,000

[1]	Final adjustments were made to Deluxe and Proficient Transport. At Deluxe, the Company withheld $1,036,944 of the escrow payment and incurred $1,381,957 in additional liabilities and deferred taxes. At Proficient Transport, an adjustment was made to income tax receivable of $1,072,152.

Intangible Assets, Net (Details) - USD ($)	12 Months Ended
Intangible Assets, Net (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Intangible Assets, Net [Line Items]
Impairment of intangible assets	$ 2,100,000
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration]	Fuel and fuel taxes
Intangible amortization expenses	$ 9,779,749	$ 5,709,360
Weighted average amortization period	13 years
Customer Relationships [Member]
Intangible Assets, Net [Line Items]
Weighted average amortization period	13 years 4 months 24 days
Customer Relationships [Member] \| Intangible Assets [Member]
Intangible Assets, Net [Line Items]
Intangible amortization expenses	$ 8,413,483	4,882,778
Trade Names [Member]
Intangible Assets, Net [Line Items]
Intangible amortization expenses	$ 1,366,266	$ 826,582
Weighted average amortization period	8 years 4 months 24 days

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Schedule of Estimated Credit Losses

The following is roll forward of the allowance:

	Successor					Predecessor
	December 31, 2025			December 31, 2024		Period from January 1, 2024 to May 12, 2024			December 31, 2023
Beginning Balance	$	134,372		$	-	$	634,913		$	342,576
Provision		764,646			134,372		53,000			298,000
Recoveries		-			-		-			(5,663	)
Write Offs		(72,278	)
Other ¹		-			-		(687,913	)		-
Ending Balance	$	826,740		$	134,372	$	-		$	634,913

¹	The Other row for the Predecessor period ending May 12, 2024 reflects the impact of the recognition of Accounts Receivable at fair value as a result of the Combination Agreements. Refer to Note 3 for further information.

Schedule of Property and Equipment Estimated Useful Lives

The Company depreciates its property and equipment using the straight-line method over the following estimated useful lives:

Asset Group		Useful Lives
Buildings and improvements		5-39 years
Furniture and equipment		2-7 years
Machinery and equipment		5-7 years
Software and computer equipment		3-5 years
Transportation equipment		5-10 years

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation [Abstract]

Stock-based compensation

Note 14 — Stock-based compensation

In May 2024, the Company adopted its 2024 Long-Term Incentive Plan (“the 2024 Plan”). The 2024 Plan provides for the grant of incentive stock options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees and directors, including employees of our affiliates. The 2024 Plan allows for up to 3,260,000 shares of common stock to be issued.

The awards under the 2024 Plan vest over periods ranging between one (1) and five (5) years after the grant date. The Company uses straight line vesting to record compensation expense. All awards granted are settled in common stock.

If an employee terminates employment with the Company prior to awards vesting, the unvested awards are forfeited and the historical compensation expense is reversed in the period of termination, unless the employee terminates without cause then a pro-rata portion of the then-unvested awards will vest immediately.

Shares subject to stock awards granted under the 2024 Plan that expire or terminate do not reduce the number of shares available for issuance under the 2024 Plan. Additionally, shares become available for future grants under the 2024 Plan if they were stock awards issued under the 2024 Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award. As of December 31, 2025, there were 971,777 remaining shares available for grant.

Restricted Stock Units (Successor)

Total compensation expense related to these restricted stock awards was $5.5 million and $8.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there was a total of $11,227,588 and $16,221,092 of unrecognized compensation expense related to these restricted stock awards, which is expected to be recognized over the next 3.4 and 4.4 years, respectively. The fair value of restricted stock awards are valued at the closing price of the Company’s common stock on the date of grant.

A summary of all restricted stock/units outstanding as of December 31, 2025 and activity during the year ended December 31, 2025 is presented below:

	Number of Shares			Weighted Average Grant Date Fair Value		Total Grant Date Fair Value			Weighted Average Remaining Contractual Life (years)
Outstanding, December 31, 2024		1,264,459			15.06	$	19,041,263
Granted		98,196		$	8.18		800,940
Vested		(369,113	)	$	15.10		(5,573,944	)
Canceled/Forfeited		(26,317	)	$	10.42		(274,243	)
Outstanding, December 31, 2025		967,225		$	14.47	$	13,994,016			2.7

Phantom Stock Plan (Predecessor) — In June 2018, Proficient Transport granted a phantom stock award of 565,463 units (the “Units”), of which 188,488 Units vested immediately, to a member of the Board of Directors of Proficient Transport. The remaining 376,975 Units vested in connection with the business combination (Note 3) on May 13, 2024.

Long-Term Debt - Schedule of Long-Term debt (Parentheticals) (Details) - Successor [Member]

12 Months Ended

Dec. 31, 2025

USD ($)

Equipment and Vehicle Notes Payable [Member]

Schedule of Long-Term debt [Line Items]

Interest payment

$ 1,658,163

Term Loan payable to Pinnacle Bank [Member]

Schedule of Long-Term debt [Line Items]

Interest payment

$ 415,255

^[1]

Maturity term

April 2031

^[1]

Minimum [Member] | Equipment and Vehicle Notes Payable [Member]

Schedule of Long-Term debt [Line Items]

Bearing interest rate

3.47%

Maturity term

January 2026

Minimum [Member] | Term Loan payable to Pinnacle Bank [Member]

Schedule of Long-Term debt [Line Items]

Bearing interest rate

3.87%

^[1]

Maximum [Member] | Equipment and Vehicle Notes Payable [Member]

Schedule of Long-Term debt [Line Items]

Bearing interest rate

10.80%

Maturity term

November 2031

Maximum [Member] | Term Loan payable to Pinnacle Bank [Member]

Schedule of Long-Term debt [Line Items]

Bearing interest rate

2.50%

^[1]

[1]	The Term Loan and Line of Credit includes financial covenants comprised of maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA), both measured quarterly.

Loss Per Share - Schedule of Weighted Average Number of Shares Outstanding of the Basic Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net Loss	$ (36,019,566)	$ (8,475,268)
Denominator:
Weighted-Average Number of Shares of Common Stock	27,578,622	17,937,853
Basic Loss per Share	$ (1.31)	$ (0.47)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Property and Equipment - Schedule of Property and Equipment (Details) - Successor [Member] - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 159,350,105	$ 138,178,208
Less accumulated amortization and depreciation	(43,500,044)	(15,541,572)
Property and equipment, net	115,850,061	122,636,636
Land [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	2,220,000	2,220,000
Buildings and improvements [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	1,715,459	1,667,565
Furniture and equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	306,705	403,920
Machinery and equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	1,176,430	1,171,785
Software and computer equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	1,156,458	844,410
Transportation equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 152,775,053	$ 131,870,528

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

	Successor					Predecessor
	December 31, 2025			December 31, 2024		Period from January 1, 2024 to May 12, 2024			December 31, 2023
Beginning Balance	$	134,372		$	-	$	634,913		$	342,576
Provision		764,646			134,372		53,000			298,000
Recoveries		-			-		-			(5,663	)
Write Offs		(72,278	)
Other ¹		-			-		(687,913	)		-
Ending Balance	$	826,740		$	134,372	$	-		$	634,913

¹	The Other row for the Predecessor period ending May 12, 2024 reflects the impact of the recognition of Accounts Receivable at fair value as a result of the Combination Agreements. Refer to Note 3 for further information.

Maintenance Supplies

Deposits

Property and Equipment

Property and Equipment – Property and equipment is stated at cost. The Company depreciates its property and equipment using the straight-line method over the following estimated useful lives:

Asset Group		Useful Lives
Buildings and improvements		5-39 years
Furniture and equipment		2-7 years
Machinery and equipment		5-7 years
Software and computer equipment		3-5 years
Transportation equipment		5-10 years

Significant renewals and betterments are capitalized, while expenditures for normal repairs and maintenance are charged to expense as incurred.

Claims and Insurance Accruals

Revenue Recognition

The Company’s revenue disaggregation is presented on the consolidated statements of operations and within Note 15 Segment reporting.

Defined contribution plans

Leases

Advertising Costs

Income Taxes

Concentration of Credit Risks

Labor concentration

Labor concentration – At December 31, 2025 and December 31, 2024 (Successor), the Company’s employees are not subject to union or other collective bargaining agreements.

Business Combinations

Goodwill

See Note 5 Goodwill, for further information regarding the Company’s Goodwill.

Intangible Assets, Net

Stock-Based Compensation

Fair Value Measurements

Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Segment Reporting

Restructuring Charges

Accounting Pronouncements

Accounting Pronouncements —

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Schedule of Accrued Liabilities [Abstract]
Claims, insurance and litigation reserves	$ 10,758,083	$ 5,721,891
Deferred leased to purchase payments	8,497,950	4,578,301
Salaries, wages and benefits	3,779,342	2,888,204
Accrued purchased transportation	3,351,017	3,149,849
Owner operator deposits	2,504,336	2,315,214
Escrow payments	994,012
Other accrued expenses	3,145,261	3,173,060
Accrued liabilities	$ 33,030,001	$ 21,826,519

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Dec. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Risk Management and Strategy.

While no organization can eliminate cybersecurity risk, the Company employs a cybersecurity strategy that is designed to mitigate cybersecurity and information technology risk. The Company maintains processes to identify, assess, and prioritize cybersecurity risks based on potential impact to operations, financial objectives, and reputation. These processes include periodic risk assessments, vulnerability identification, and evaluation of threat intelligence, which are integrated into the Company’s broader enterprise risk management and business decision-making processes.

The Company and its contracted providers have implemented practices consistent with the National Institute of Standards and Technology (NIST) methodology for security. These efforts are implemented to help protect against, and mitigate the effects of, among other things, cybersecurity incidents where unauthorized parties attempt to access confidential, sensitive, or personal information; potentially hold such information for ransom; destroy data; disrupt or delay our operations or systems; or otherwise cause harm to the Company, our customers, employees, vendors, or other key stakeholders.

Cybersecurity Risk Management Processes Integrated [Text Block]

Managing Material Risks & Integrated Overall Risk Management

Cybersecurity is part of the Company’s enterprise risk management scope. The Company maintains processes to identify, assess, and prioritize cybersecurity risks based on potential impact to operations, financial objectives, and reputation. These processes include periodic risk assessments, vulnerability identification, and evaluation of threat intelligence, which are integrated into the Company’s broader enterprise risk management and business decision-making processes. In addition, the Company has comprehensive monitoring and employee training, underscored by a set of policies and procedures that directly or indirectly relate to cybersecurity, such as policies related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential information and the use of the internet, social media, email and wireless devices. Members of the Company’s management work closely with the IT department and its contracted providers to continuously evaluate and address cybersecurity risks and policies in alignment with the Company’s business objectives and operational needs. Cybersecurity considerations may also inform the Company’s technology investments, vendor selection, and operational planning.

Cybersecurity Risk Management Processes Integrated [Flag]

true

Cybersecurity Risk Management Third Party Engaged [Flag]

true

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]

Risks from Cybersecurity Threats

The Company faces risks from cybersecurity threats that could have a material adverse effect on its business, financial condition, results of operations, cash flows or reputation. For more information about the cybersecurity risks the company faces, see the risk factor entitled “Information technology risks, including the risk of cyberattacks, may disrupt our business, result in losses or limit our growth.” in Item 1A., Risk Factors. The Company has not, to date and based on currently available information, identified cybersecurity incidents that have materially impaired its operations or financial standing. The Company maintains cybersecurity insurance coverage; however, such insurance may not be sufficient to cover all losses or liabilities associated with a cybersecurity incident, and coverage may be subject to exclusions, limitations, and evolving market conditions.

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Role of Management [Text Block]

Cybersecurity Governance

The Board is acutely aware of the critical nature of managing risks associated with cybersecurity threats and recognizes the significance of these threats to the Company’s operational integrity and stockholder confidence.

Risk Management Personnel

The Company’s Chief Operating Officer and Vice President of IT are responsible for developing and implementing the Company’s information security program. Additionally, the Vice President of Safety and Risk Management leads ERM for the Company and guides the handling of all material risks, including cybersecurity. The Chief Operating Officer and VP of Safety and Risk Management have experience overseeing risk management programs in multiple environments and the Vice President of IT has experience in IT integration, SaaS businesses, data, application and server security.

Board of Directors Oversight

The Nominating and Governance Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Nominating and Governance Committee is composed of board members with diverse expertise including risk management and technology, equipping them to oversee this scope effectively.

Management’s Role Managing Risk and Reporting to the Board

The Chief Operating Officer has primary interface with the Nominating and Governance Committee on cybersecurity risks, supported by management and its contracted experts. Briefings to the Nominating and Governance Committee take place on a regular basis, with a minimum frequency of once per year to cover topics, including:

●

Current cybersecurity landscape and emerging threats;

●

Actions being taken by the Company to minimize or address such threats;

●

Status of ongoing cybersecurity initiatives and strategies;

●

Incident reports and learnings from any cybersecurity events, if any; and

●

Compliance with regulatory requirements and industry standards.

The Nominating and Governance Committee conducts an annual review of the Company’s cybersecurity posture and the effectiveness of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts within the overall risk management framework.

Cybersecurity Risk Management Positions or Committees Responsible [Text Block]

Risk Management Personnel

Cybersecurity Risk Management Positions or Committees Responsible [Flag]

true

Cybersecurity Risk Board of Directors Oversight [Text Block]

Board of Directors Oversight

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Nominating and Governance Committee is central to the Board’s oversight of cybersecurity risks and bears

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - Net carrying amount [Member] - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Schedule of Intangible Assets, Net [Line Items]
Gross carrying amount	$ 140,420,000	$ 138,200,000
Accumulated amortization and impairment	(17,615,109)	(5,709,360)
Net carrying amount	122,804,891	132,490,640
Customer relationships [Member]
Schedule of Intangible Assets, Net [Line Items]
Gross carrying amount	126,703,000	124,700,000
Accumulated amortization and impairment	(15,422,261)	(4,882,778)
Net carrying amount	111,280,739	119,817,222
Trade names [Member]
Schedule of Intangible Assets, Net [Line Items]
Gross carrying amount	13,717,000	13,500,000
Accumulated amortization and impairment	(2,192,848)	(826,582)
Net carrying amount	$ 11,524,152	$ 12,673,418

Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Accrued liabilities	$ 1,126,552	$ 450,984
Accounts receivable and other reserves	172,271	653,752
Operating lease liabilities	146,489	2,743,518
NOL and other tax attributes	8,168,061	7,160,150
Deductible goodwill	9,438,992	9,256,955
Stock compensation	769,347	912,337
Deferred revenue	2,129,947
Other deferred assets	171,838	1,086,422
Total deferred tax asset	22,123,497	22,264,118
Deferred tax liabilities:
Prepaid expenses	(1,415,903)	(2,381,137)
Property and equipment, net	(26,777,893)	(28,734,778)
Intangibles, net	(28,830,141)	(33,720,352)
Other deferred liabilities		(65,930)
Total deferred tax liability	(57,023,937)	(64,902,197)
Net deferred tax liability	$ (34,900,440)	$ (42,638,079)

Summary of Significant Accounting Policies (Details)		4 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 21, 2023	May 12, 2024 USD ($)	Dec. 31, 2025 USD ($) Business	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Number of businesses acquired (in Business)	5		5
Cash balances excess amount			$ 250,000
FDIC insured amount			3,962,874	$ 3,423,331
Allowance for credit losses					$ 18,479,768
Exceed FDIC insured amount			$ 250,000
Weighted-average remaining lease term			8 years 1 month 6 days	7 years 2 months 12 days
Insurance accruals amount			$ 10,758,083	$ 5,721,891
Exceed amount			$ 69,000
Percentage of participant contributions			100.00%
Annual compensation percentage			4.00%
Advertising costs			$ 52,187	$ 31,117
Adjustment of earn out contingency			$ 3,095,114
Segment reporting description			Segment Reporting — In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is available and are regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.
Indicates title and position			Chief Executive Officer, Chief Financial Officer, Chief Operating Officer
Restructuring charge			$ 1,200,000
Customer Relationships [Member]
Summary of Significant Accounting Policies [Line Items]
Useful Life			15 years
Non-cash impairment			$ 2,126,000
Trade Names [Member]
Summary of Significant Accounting Policies [Line Items]
Useful Life			10 years
Customer Concentration Risk [Member] \| One customer [Member] \| Revenue Benchmark [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration on credit risk percentage			29.00%
Customer Concentration Risk [Member] \| Two customer [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration on credit risk percentage			42.00%	24.00%	62.70%
Customer Concentration Risk [Member] \| Other Customer [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration on credit risk percentage				22.00%	73.00%
Predecessor [Member]
Summary of Significant Accounting Policies [Line Items]
Allowance for credit losses					$ 342,576
Weighted-average remaining lease term					7 years 2 months 12 days
Defined contribution plan expenses		$ 87,740			$ 283,000
Advertising costs		2,859			6,800
Adjustment of earn out contingency
Restructuring charge
Successor [Member]
Summary of Significant Accounting Policies [Line Items]
Weighted-average remaining lease term			8 years 1 month 6 days	7 years 2 months 12 days
Defined contribution plan expenses			$ 928,140	$ 357,161
Adjustment of earn out contingency				(3,095,114)
Restructuring charge			1,243,171
Cash [Member]
Summary of Significant Accounting Policies [Line Items]
FDIC insured amount			$ 9,589,637	$ 12,124,330
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of subsidiaries plan			90.00%
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of subsidiaries plan			100.00%

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Lease Cost

The following table presents certain information related to lease costs for finance and operating leases as of:

	Successor				Predecessor
	December 31, 2025		December 31, 2024		Period from January 1, 2024 to May 12, 2024		December 31, 2023
Operating lease cost	$	2,729,053	$	1,506,424	$	27,951	$	28,918
Finance lease costs:
Amortization of finance lease assets		89,184		20,671		160,032		483,731
Interest on lease liabilities		6,950		3,362		132,062		201,072
Short-term lease costs		474,552		577,265		99,533		145,923
Total lease costs	$	3,299,739		2,107,722	$	419,578	$	859,644

Schedule of Future Maturities of the Lease Liabilities

As of December 31, 2025, future maturities of the lease liabilities were as follows:

	Operating leases			Finance leases
For the year ending December 31:
2026	$	3,065,463		$	8,842
2027		3,363,935			-
2028		2,818,443			-
2029		1,825,588			-
2030		1,313,705			-
Thereafter		3,270,171			-
Total undiscounted cash flows		15,657,305			8,842
Less: present value factor		(2,717,815	)		(84	)
Total lease liabilities		12,939,490			8,758
Less: current portion –		(2,249,651	)		(8,758	)
Total long-term lease liabilities	$	10,689,839		$	-

Schedule of Future Minimum Lease Payments

As of December 31, 2025, future minimum lease payments expected to be collected were as follows:

For the year ending December 31:
2026	$	134,768
2027		22,240
Total undiscounted cash payments		157,008
Less: present value factor		(8,497	)
Total net investment in lease		148,511
Less: current portion		(126,730	)
Total net investment in lease, less current portion	$	21,781

Segment Reporting

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment reporting

Note 15 — Segment reporting

The Company’s business is organized into two operating segments, which represent the Company’s reportable segments. The Company Drivers segment offers automobile transport and contract services under an asset-based model. The Company’s contract service offering uses Company-owned equipment to service specific customers and provides transportation services through long-term contracts. The Company’s Subhauler segment offers transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to independent contractors and third-party carriers.

The following table summarizes information about our reportable segments:

Successor

Year ended December 31, 2025	Company Drivers		Subhauler			Total
Revenue
Revenue, before fuel surcharge	$	143,603,890	$	253,023,569		$	396,627,459
Fuel surcharge and other reimbursements		9,185,508		16,702,249			25,887,757
Other Revenue		1,809,337		2,574,537			4,383,874
Lease Revenue		-		3,526,084			3,526,084
Segment Revenue	$	154,598,735	$	275,826,439		$	430,425,174
Total consolidated						$	430,425,174
Less:
Salaries, wages and benefits		60,409,154		19,791,925			80,201,079
Fuel and fuel taxes		25,757,819		-			25,757,819
Purchased transportation		-		215,153,626			215,153,626
Truck expenses		25,549,240		-			25,549,240
Depreciation		21,683,313		7,754,747			29,438,060
Goodwill & Intangible Impairment		-		27,787,000			27,787,000
Other segment items⁽¹⁾		13,852,354		17,774,454			31,626,808
Segment Operating profit/(loss)	$	7,346,855	$	(12,435,313	)	$	(5,088,458	)
Reconciliation of segment operating profit to income before income taxes:
Other profit/(loss)⁽²⁾						$	(30,246,424	)
Interest Expense							(6,588,973	)
Acquisition Costs							(438,514	)
Earn Out Contingency Gain / Loss							(1,243,171	)
Other Income, net							364,326
Income Before Income Taxes						$	(43,241,214	)

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	21,683,313	$	7,754,747		$	29,438,060
Intangible amortization⁽²⁾							9,779,749
Consolidated Depreciation and Amortization						$	39,217,809

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾

Other profit/(loss) relates to items not included within the Company’s measure of Segment Operating profit / (loss), these include corporate and unallocated expenses which were not included within the measures of segment profitability regularly reviewed by the CODM. These include $5,041,528 in Salaries, wages and benefits, $5,527,316 in Stock Based Compensation, $88,321 in Depreciation and amortization, $9,779,749 in Intangible Amortization, $4,226,175 in Insurance Premiums and Claims, and $5,583,335 in General Selling, and other Operating expenses.

⁽³⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Year ended December 31, 2024	Company Drivers		Subhauler		Total
Revenue
Revenue, before fuel surcharge	$	80,364,399	$	141,690,607	$	222,055,006
Fuel surcharge and other reimbursements		5,907,191		10,395,695		16,302,886
Other Revenue		995,507		513,711		1,509,218
Lease Revenue		-		987,417		987,417
Segment Revenue	$	87,267,097	$	153,587,430	$	240,854,527
Total consolidated					$	240,854,527
Less:
Salaries, wages and benefits		30,842,256		11,903,783		42,746,039
Fuel and fuel taxes		16,128,862		-		16,128,862
Purchased transportation		-		119,908,760		119,908,760
Truck expenses		12,952,229		-		12,952,229
Depreciation		11,282,400		4,411,237		15,693,637
Other segment items⁽¹⁾		10,582,496		9,046,245		19,628,741
Segment Operating profit/(loss)	$	5,478,854	$	8,317,405	$	13,796,259
Reconciliation of segment operating profit to income before income taxes:
Other profit/(loss)⁽²⁾					$	(21,688,800	)
Interest Expense						(4,007,661	)
Acquisition Costs						(1,226,915	)
Earn Out Contingency Gain / Loss						3,095,114
Other Income, net						311,351
Income Before Income Taxes					$	(9,720,652	)

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	11,282,400	$	4,411,237	$	15,693,637
Intangible amortization⁽²⁾						5,714,748
Consolidated Depreciation and Amortization					$	21,408,385

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾

Other profit/(loss) relates to items not included within the Company’s measure of Segment Operating profit / (loss), these include corporate and unallocated expenses which were not included within the measures of segment profitability regularly reviewed by the CODM. These include $2,894,687 in Salaries, wages and benefits, $8,883,142 in Stock Based Compensation, $5,388 in Depreciation and amortization, $5,709,360 in Intangible Amortization, $757,028 in Insurance Premiums and Claims, and $3,439,195 in General Selling, and other Operating expenses.

⁽³⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Predecessor
For the period from January 1 to May 12, 2024	Company Drivers			Subhauler			Total
Revenue
Revenue, before fuel surcharge	$	6,749,129		$	32,198,658		$	38,947,787
Fuel surcharge and other reimbursements		819,998			1,253,089			2,073,087
Other Revenue		-			-			-
Lease Revenue		-			196,814			196,814
Segment Revenue	$	7,569,127		$	33,648,561		$	41,217,688
Total consolidated							$	41,217,688
Less:
Salaries, wages and benefits		5,328,667			22,155,104			27,483,771
Fuel and fuel taxes		1,119,549			-			1,119,549
Purchased transportation		-			25,995,763			25,995,763
Truck expenses		1,886,793			-			1,886,793
Depreciation & Amortization		872,783			62,205			934,988
Other segment items⁽¹⁾		986,536			3,830,253			4,816,789
Segment Operating profit/(loss)	$	(2,625,201	)	$	(18,394,764	)	$	(21,019,965	)
Reconciliation of segment operating profit to income before income taxes:
Interest Expense								(717,431	)
Other Income, net								2,078
Income Before Income Taxes							$	(21,735,318	)

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	872,783		$	62,205		$	934,988
Consolidated Depreciation and Amortization							$	934,988

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Predecessor
Year ended December 31, 2023	Company Drivers		Subhaulers			Total
Revenue
Revenue, before fuel surcharge	$	38,475,802	$	87,961,558		$	126,437,360
Fuel surcharge and other reimbursements		4,927,753		4,390,880			9,318,633
Other Revenue		-		-			-
Lease Revenue				-			-
Segment Revenue	$	43,403,555	$	92,352,438		$	135,755,993
Total consolidated						$	135,755,993
Less:
Salaries, wages and benefits		14,410,374		6,025,092			20,435,466
Fuel and fuel taxes		4,461,319		-			4,461,319
Purchased transportation		11,326,888		72,516,409			83,843,297
Truck expenses		7,038,979		(316	)		7,038,663
Depreciation		2,347,084		176,887			2,523,971
Other segment items⁽¹⁾		3,529,522		3,570,301			7,099,823
Segment Operating profit/(loss)	$	289,389	$	10,064,065		$	10,353,454
Reconciliation of segment operating profit to income before income taxes:
Interest Expense							(953,667	)
Income Before Income Taxes						$	9,399,787

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	2,347,084	$	176,887		$	2,523,971
Consolidated Depreciation and Amortization						$	2,523,971

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾	General, selling, and other operating expenses not attributable to operating segments. These amounts relate to corporate overhead and other activities not attributable to a reporting segment.

⁽³⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Assets and other balance sheet information are not disclosed by reportable segment as the Company does not track assets by reportable segment and certain assets are not specific to any reportable segment.

Significant segment expenses listed above include Salaries, wages and benefits, Fuel and fuel taxes, Purchased transportation, Truck Expenses, Depreciation and Intangible Amortization, and the CODM monitors these expenses as part of assessing the efficiency and performance of the Company Drivers and Subhaulers Segments.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Less allowance for credit losses	$ 826,740	$ 134,372
Accumulated depreciation	43,500,044	15,541,572
Accumulated amortization	$ 17,615,109	$ 5,709,360
Common stock par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in Shares)	50,000,000	50,000,000
Common stock, shares issued (in Shares)	27,834,799	27,069,114
Common stock, shares outstanding (in Shares)	27,834,799	27,069,114

Income Taxes - Schedule of Income Tax Expense (Details) - USD ($)	4 Months Ended	12 Months Ended
	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Current income taxes:
Federal	$ (2,741,786)			$ 1,136,505
State	88,653	$ 515,991	137,178	249,571
Foreign
Total current income taxes	(2,653,133)	515,991	137,178	1,386,076
Deferred income taxes:
Federal	(2,891,551)	(5,513,609)	(785,648)	769,530
State	(805,958)	(2,224,030)	(596,914)	88,011
Foreign
Total deferred income taxes (benefit)	(3,697,509)	(7,737,639)	(1,382,562)	857,541
Total income tax expense	$ (6,350,642)	$ (7,221,648)	$ (1,245,384)	$ 2,243,617

Nature of Operations

12 Months Ended

Dec. 31, 2025

Nature of Operations [Abstract]

Nature of operations

Note 1 — Nature of operations

AH Acquisition Corp. was formed on June 13, 2023, pursuant to the laws of the State of Delaware to become a holding company for the consolidation of several operating companies within the automobile transportation industry. Subsequently, on October 17, 2023, AH Acquisition Corp. legally changed its name to Proficient Auto Logistics, Inc (“Proficient,” the “Company,” or “we”).

Proficient is an industry leading specialized freight company focused on providing auto transportation and logistics services. The Company offers a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, or regional rail yards to auto dealerships around the country. We have developed a differentiated business model due to our scale, breadth of geographic coverage, and embedded customer relationships with leading auto original equipment manufacturing companies (“OEMs”). Our customers range from large, global auto companies, to electric vehicle (“EV”) producers. Additional customers include auto dealers, auto auctions, rental car companies, and auto leasing companies. Proficient operates an asset-based Company Drivers service (“Company Drivers”) on behalf of the manufacturers as well as various independent contractors and third-party logistics management companies or brokers. In addition, Proficient provides third party logistics to other transportation companies under an asset-light freight model (“Subhaulers”).

Leases (Details) - USD ($)	4 Months Ended	12 Months Ended
Leases (Details) - USD ($)	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Line Items]
Operating lease term		8 years 1 month 6 days	7 years 2 months 12 days
Finance lease obligation		$ 132,862	$ 201,501
Interest income	$ 0	$ 31,866	$ 24,466	$ 2,488
Building [Member]
Leases [Line Items]
Operating lease term		1 year
Trailers [Member]
Leases [Line Items]
Operating lease term		3 years
Operating and finance leases lease term		6 years
Trucks [Member]
Leases [Line Items]
Operating and finance leases lease term		4 years
Successor [Member]
Leases [Line Items]
Operating lease term		8 years 1 month 6 days	7 years 2 months 12 days
Weighted-average discount rate for operating leases		6.95%	6.88%
Weighted-average discount rate for finance leases		12.08%	12.08%
Operating and finance leases lease term		6 months	1 year 18 days	1 year 25 days
Deposit liabilities		$ 8,497,950	$ 4,578,301
Lease receivables		148,511	441,177
Sales-type lease revenue		2,575,356	887,357
Interest income		31,866	19,679
Successor [Member] \| Operating Leases [Member]
Leases [Line Items]
Sales-type lease revenue		$ 950,728	$ 100,060
Predecessor [Member]
Leases [Line Items]
Operating lease term				7 years 2 months 12 days
Weighted-average discount rate for operating leases				0.86%
Weighted-average discount rate for finance leases				9.26%
Sales-type lease revenue	196,814			$ 25,000
Interest income	273			2,488
Predecessor [Member] \| Operating Leases [Member]
Leases [Line Items]
Sales-type lease revenue	$ 0			$ 0

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation [Abstract]

Schedule of All Restricted Stock/Units Outstanding

A summary of all restricted stock/units outstanding as of December 31, 2025 and activity during the year ended December 31, 2025 is presented below:

	Number of Shares			Weighted Average Grant Date Fair Value		Total Grant Date Fair Value			Weighted Average Remaining Contractual Life (years)
Outstanding, December 31, 2024		1,264,459			15.06	$	19,041,263
Granted		98,196		$	8.18		800,940
Vested		(369,113	)	$	15.10		(5,573,944	)
Canceled/Forfeited		(26,317	)	$	10.42		(274,243	)
Outstanding, December 31, 2025		967,225		$	14.47	$	13,994,016			2.7

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Loss Per Share [Abstract]

Schedule of Weighted Average Number of Shares Outstanding of the Basic Loss Per Share

	December 31, 2025			December 31, 2024
Numerator:
Net Loss	$	(36,019,566	)	$	(8,475,268	)

Denominator:
Weighted-Average Number of Shares of Common Stock		27,578,622			17,937,853
Basic Loss per Share	$	(1.31	)	$	(0.47	)

Stockholders’ Equity (Deficit) and Preferred Stock (Details) - USD ($)			12 Months Ended
	Jun. 30, 2024	May 31, 2024	Dec. 31, 2025	Dec. 31, 2023	Dec. 31, 2024
Stockholders’ Equity [Line Items]
Cumulative preferred percentage			8.00%
Invested per share (in Dollars per share)			$ 1
Preferred returns per share (in Dollars per share)					$ 0
Undistributed preferred returns (in Dollars)				$ 5,813,749
Common stock, shares authorized			50,000,000		50,000,000
Common stock par value (in Dollars per share)			$ 0.01		$ 0.01
Common stock shares issued			27,834,799		27,069,114
Underwriters overallotment option days			30 days
Successor [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized			50,000,000
Common stock par value (in Dollars per share)			$ 0.01
Common Stock [Member]
Stockholders’ Equity [Line Items]
Share issued of founding companies			6,888,128
RSU [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued			369,113		404,177
ATG Sellers [Member]
Stockholders’ Equity [Line Items]
Combination of shares			1,069,346
Brothers Sellers [Member]
Stockholders’ Equity [Line Items]
Combination of shares			395,322
Series A Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Preferred stock, shares authorized			10,000,000
Preferred stock, par value (in Dollars per share)			$ 0.01
Redemption amount (in Dollars)				$ 8,880,672
IPO [Member]
Stockholders’ Equity [Line Items]
Price per share (in Dollars per share)	$ 15
Gross proceeds (in Dollars)		$ 215,000,000
Net proceeds (in Dollars)	$ 20,018,250
Common stocks additional shares			2,149,999
IPO [Member] \| Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued		14,333,333
Price per share (in Dollars per share)		$ 15
Net proceeds (in Dollars)		$ 192,273,599
Over-Allotment Option [Member]
Stockholders’ Equity [Line Items]
Gross proceeds (in Dollars)	$ 21,500,000
Shares issued	1,435,000

Business Combinations - Schedule of Comparative Expenses of Proficient (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Business Combination, Pro Forma Information [Line Items]
Total operating revenue	$ 430,425,174	$ 388,761,808	$ 418,267,000
Total operating (loss) income	$ (32,334,882)	10,943,431	$ 32,237,999
Successor [Member]
Business Combination, Pro Forma Information [Line Items]
Total operating revenue		240,854,527
Total operating (loss) income		$ 8,086,898

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Consolidated Statements of Cash Flows - USD ($)	4 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Successor
Cash flows from operating activities:
Net (loss) income		$ (36,019,566)	$ (8,475,268)
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:
Stock-based compensation		5,527,316	8,883,142
Provision for credit losses		764,646	134,372
Depreciation and amortization expense		39,306,130	21,408,385
Gain on sale of equipment		(257,864)	(149,683)
Sales-type lease revenue
Interest income		(31,866)	(19,679)
Amortization of debt issuance costs		73,666	92,559
Deferred income tax expense (benefit)		(7,737,639)	(1,406,439)
Operating lease expense		2,952,633	1,064,232
Impairment		27,787,000
Adjustment of Earn Out Contingency			(3,095,114)
Change in operating assets and liabilities:
Accounts receivable		(3,744,444)	2,524,336
Net investment in leases		325,132	151,005
Maintenance supplies		(152,826)	(261,676)
Income tax receivable		81,046	(304,615)
Prepaid expenses and other assets		889,238	(2,686,326)
Deposits		(717,141)	(274,761)
Accounts payable		(2,305,808)	(5,767,241)
Book overdraft
Accrued liabilities		9,222,528	(69,006)
Income tax payable			(78,700)
Operating lease liabilities		(2,780,646)	(950,563)
Net cash flows provided by operating activities		33,181,535	10,718,960
Cash flows from investing activities:
Proceeds from sale of equipment		1,142,254	1,581,123
Purchases of property and equipment		(3,899,791)	(6,176,910)
Business combinations, net of cash acquired		(8,765,636)	(200,437,521)
Net cash flows (used in) provided by investing activities		(11,523,173)	(205,033,308)
Cash flows from financing activities:
Proceeds from line of credit		4,000,000	20,918,664
Proceeds from long-term debt		9,000,000	20,422,522
Repayments of line of credit		(11,000,000)	(16,830,384)
Repayments of long-term debt		(24,682,562)	(23,268,572)
Repayment of SBA Loan			(3,838,654)
Repayments of finance lease obligations		(88,769)	(53,771)
Payment of finance fees			(386,825)
Dividend Paid on Series A Preferred Stock
Common stock issued at IPO			212,291,849
Net cash flows provided by (used in) financing activities		(22,771,331)	209,254,829
Net change in cash and cash equivalents		(1,112,969)	14,940,481
Cash and cash equivalents, beginning of period	$ 458,233	15,398,714	458,233
Cash and cash equivalents, end of period		14,285,745	15,398,714	$ 458,233
Supplemental disclosure of cash flow information:
Cash paid for interest		6,605,517	3,697,314
Cash paid for taxes		1,107,476	1,958,965
Noncash investing and financing activity:
Right of use assets obtained in exchange for lease liability		3,819,657	12,034,768
Equipment financed through long-term debt		8,084,367	22,230,556
Accrued and unpaid dividends
Issuance of shares for business combinations		$ 3,814,864	123,864,097
Predecessor
Cash flows from operating activities:
Net (loss) income	(15,384,676)			7,156,170
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:
Stock-based compensation
Provision for credit losses	53,000			298,000
Depreciation and amortization expense	934,988			2,523,971
Gain on sale of equipment	(235,081)			(173,859)
Sales-type lease revenue				(25,000)
Interest income	(273)			(2,488)
Amortization of debt issuance costs	4,795			13,115
Deferred income tax expense (benefit)	(3,697,804)			857,606
Operating lease expense	25,404			28,918
Impairment
Adjustment of Earn Out Contingency
Change in operating assets and liabilities:
Accounts receivable	7,745,840			(1,617,276)
Net investment in leases	11,515			110,469
Maintenance supplies	305,619			(153,927)
Income tax receivable	(2,640,127)
Prepaid expenses and other assets	1,029,275			(273,031)
Deposits	42,954			(122,454)
Accounts payable	(159,661)			798,800
Book overdraft	(891,410)			(243,716)
Accrued liabilities	22,055,094			1,498,411
Income tax payable	(1,174,959)			89,083
Operating lease liabilities	(27,951)			(29,314)
Net cash flows provided by operating activities	7,996,542			10,733,478
Cash flows from investing activities:
Proceeds from sale of equipment	252,441			709,916
Purchases of property and equipment	(303,534)			(515,661)
Business combinations, net of cash acquired
Net cash flows (used in) provided by investing activities	(51,093)			194,255
Cash flows from financing activities:
Proceeds from line of credit	13,265,526			134,931,841
Proceeds from long-term debt
Repayments of line of credit	(16,715,655)			(137,737,169)
Repayments of long-term debt	(719,572)			(1,877,266)
Repayment of SBA Loan
Repayments of finance lease obligations	(1,427,821)			(1,244,490)
Payment of finance fees
Dividend Paid on Series A Preferred Stock				(5,000,000)
Common stock issued at IPO
Net cash flows provided by (used in) financing activities	(5,597,522)			(10,927,084)
Net change in cash and cash equivalents	2,347,927			649
Cash and cash equivalents, beginning of period	4,273		$ 4,273	3,624
Cash and cash equivalents, end of period	2,352,200			4,273
Supplemental disclosure of cash flow information:
Cash paid for interest	786,925			1,118,976
Cash paid for taxes	1,187,370			1,254,412
Noncash investing and financing activity:
Right of use assets obtained in exchange for lease liability	328,489
Equipment financed through long-term debt				4,842,685
Accrued and unpaid dividends	260,526			947,580
Issuance of shares for business combinations

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($)

4 Months Ended

12 Months Ended

May 12, 2024

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Schedule of Income Tax Provision [Abstract]

Tax at U.S. statutory rate, Amount

$ (4,564,417)

$ (9,080,655)

$ (2,041,337)

$ 1,973,955

Tax at U.S. statutory rate, Percent

21.00%

State and local income taxes, Amount

$ (574,715)

$ (1,599,150)

^[1]

$ (476,051)

$ 284,762

State and local income taxes, Percent

^[1]

3.70%

Permanent differences to return

^[2]

149,456

1,272,004

18,432

Other discrete items

(1,360,966)

(33,532)

Non-taxable or non-deductible items:

Stock based compensation, Amount

$ 825,809

Stock based compensation, Percent

(1.90%)

Goodwill impairment, Amount

$ 2,578,399

Goodwill impairment, Percent

(6.00%)

Return to provision and def. rate adjustment, Amount

$ 53,949

Return to provision and def. rate adjustment, Percent

(0.10%)

Total income tax (benefit) expense, Amount

$ (6,350,642)

$ (7,221,648)

$ (1,245,384)

$ 2,243,617

Total tax provision and effective rate, Percent

16.70%

[1]	State Taxes of Delaware, California, Texas, New York and Massachusetts made up the majority (greater than 50%) of the tax effect in this category.
[2]	For the period twelve months ending December 31, 2024, stock-based compensation deduction limitation accounts for $1.2 million of the permanent item above.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2025

Property and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net of accumulated depreciation, consists of the following

	December 31, 2025			December 31, 2024
Land	$	2,220,000		$	2,220,000
Buildings and improvements		1,715,459			1,667,565
Furniture and equipment		306,705			403,920
Machinery and equipment		1,176,430			1,171,785
Software and computer equipment		1,156,458			844,410
Transportation equipment		152,775,053			131,870,528
		159,350,105			138,178,208
Less accumulated amortization and depreciation		(43,500,044	)		(15,541,572	)
Property and equipment, net	$	115,850,061		$	122,636,636

Leases

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Leases

Note 12 — Leases

Lessee — The Company leases real estate and transportation-related equipment under operating and finance leases. The real estate operating leases, which generally have fixed payments with expiration dates ranging from one to three years and primarily include office buildings and trailers. The operating leases and finance leases for equipment generally have fixed payments with expiration dates ranging from four to six years and include transportation equipment, such as trucks and trailers. The Company’s leases can include an option to extend the lease, or to terminate the lease early, which may include a termination penalty. The Company includes these options to extend or terminate the lease in the lease term when the Company is reasonably certain to exercise these options. The Company has leases with related parties – see discussion at Note 17 Related party transactions.

The Company has certain leases which have initial terms of twelve months or less (“short-term leases”). The Company elected to exclude these leases from recognition, and these leases have not been included in the Company’s recognized ROU assets and operating lease liabilities. The Company records rent expense related to the short-term leases within general, selling, and other operating expense on the consolidated statements of operations.

The following table presents certain information related to lease costs for finance and operating leases as of:

	Successor				Predecessor
	December 31, 2025		December 31, 2024		Period from January 1, 2024 to May 12, 2024		December 31, 2023
Operating lease cost	$	2,729,053	$	1,506,424	$	27,951	$	28,918
Finance lease costs:
Amortization of finance lease assets		89,184		20,671		160,032		483,731
Interest on lease liabilities		6,950		3,362		132,062		201,072
Short-term lease costs		474,552		577,265		99,533		145,923
Total lease costs	$	3,299,739		2,107,722	$	419,578	$	859,644

As of December 31, 2025 (Successor), December 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for operating leases was 6.95%, 6.88% and 0.86%, respectively. The weighted-average remaining lease term as of December 31, 2025 (Successor), December 31, 2024 (Successor) and December 31, 2023 (Predecessor), was 8.1 years, 7.2 years and less than a year respectively. As of December 31, 2025 (Successor), December 31, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for finance leases was 12.08%, 12.08% and 9.26%, respectively and the weighted-average remaining lease term was 0.5 years, 1.05 years and 1.07 years, respectively.

As of December 31, 2025, future maturities of the lease liabilities were as follows:

	Operating leases			Finance leases
For the year ending December 31:
2026	$	3,065,463		$	8,842
2027		3,363,935			-
2028		2,818,443			-
2029		1,825,588			-
2030		1,313,705			-
Thereafter		3,270,171			-
Total undiscounted cash flows		15,657,305			8,842
Less: present value factor		(2,717,815	)		(84	)
Total lease liabilities		12,939,490			8,758
Less: current portion –		(2,249,651	)		(8,758	)
Total long-term lease liabilities	$	10,689,839		$	-

As of December 31, 2025 and 2024, the right-of-use assets net book value related to the Company’s finance lease obligations totaled $132,862 and $201,501, respectively, and were recorded within property and equipment, net on the consolidated balance sheet.

Lessor — The Company leases various types of transportation-related equipment to independent third parties under lease contracts which are generally for a term of one to eight years and contain an option for the lessee to return or purchase the equipment. Depending on the lease agreement the Company has recorded these as either sales-type leases or operating leases. The Company assesses a third party’s ability to pay based on the financial capacity and intention to pay, considering all relevant facts and circumstances, including past experiences with that third party or similar third parties. For those leases classified as sales-type leases where collectability is not probable at lease commencement, the Company does not derecognize the underlying asset, and the payments received for these leases are recorded as deposit liabilities. Deposit liabilities of $8,497,950 and $4,578,301 were reported in accrued liabilities on the consolidated balance sheet as of December 31, 2025 (Successor) and December 31, 2024, respectively. The determination of collectability is an ongoing assessment, at the time that collectability is determined probable, including in instances where a lease is terminated where collectability is determined probable, the liability and assets will be derecognized with a corresponding earnings recognition.

Lease receivables are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased assets and any initial direct costs incurred to originate these leases, less unearned income, which is accreted to interest income over the lease term using the interest method. Lease receivables of $148,511 and $441,177 are reported as net investment in leases on the consolidated balance sheet as of December 31, 2025 (Successor) and December 31, 2024 (Successor), respectively.

For the leases classified as sales-type leases, the Company recorded the sales-type lease revenue of $2,575,356, $887,357, $196,814, and $25,000, respectively, within operating revenue on the consolidated statement of operations for the period ended December 31, 2025 (Successor) and December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the period ended December 31, 2023 (Predecessor), respectively.

For the leases classified as operating leases the Company recorded the operating lease revenue of $950,728, $100,060, $0, and $0, respectively, within operating revenue on the consolidated statement of operations for the period ended December 31, 2025 (Successor) and December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the period ended December 31, 2023 (Predecessor), respectively.

For the period ended December 31, 2025 (Successor), December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the period December 31, 2023 (Predecessor), the Company recorded interest income of $31,866, $24,466, $0, and $2,488, respectively, within interest expense, net on the consolidated statements of operations.

As of December 31, 2025, future minimum lease payments expected to be collected were as follows:

For the year ending December 31:
2026	$	134,768
2027		22,240
Total undiscounted cash payments		157,008
Less: present value factor		(8,497	)
Total net investment in lease		148,511
Less: current portion		(126,730	)
Total net investment in lease, less current portion	$	21,781

Line of Credit (Details) - USD ($)			1 Months Ended	12 Months Ended
Line of Credit (Details) - USD ($)	Nov. 08, 2024	Jun. 30, 2024	Apr. 30, 2025	Dec. 31, 2025	Dec. 31, 2023	May 31, 2025
Line of Credit [Line Items]
Line of credit					$ 3,450,129
Borrowing amount						$ 6,000,000
Interest rate	2.50%
Outstanding balance				$ 9,514,907
Credit facility with a commercial bank	$ 25,000,000
Maturity date	Nov. 08, 2029
Available borrowing capacity				20,000,000
Term debt amount drew				16,000,000
Drew from the available term debt			$ 9,000,000
Line of Credit [Member]
Line of Credit [Line Items]
Borrowing amount				$ 18,000,000
Interest rate				4.00%	9.25%
Revolving Credit Facility [Member]
Line of Credit [Line Items]
Interest rate	2.20%
Credit facility with a commercial bank	$ 20,000,000
Repayment of revolving line of credit				$ 22,011,534
Proficient Transport [Member]
Line of Credit [Line Items]
Borrowing amount		$ 12,000,000
Interest rate				0.75%
Minimum [Member]
Line of Credit [Line Items]
Interest rate		3.00%

Related Party Transactions

12 Months Ended

Dec. 31, 2025

Related Party Transactions

Note 17 — Related Party Transactions

The Company has entered into related party transactions with entities associated with, and under control of, the selling owners of Founding Companies and other businesses acquired by the Company (see Note 3). Management believes these transactions were conducted on terms equivalent to those prevailing in an arm’s-length transaction. See below for a description of transactions with related parties.

Leases from Related Parties

Certain officers, employees of the Company, and selling owners of Founding companies are lessors of real property to the company for Office space. Total Lease liability at December 31, 2025 (Successor) and December 31, 2024 (Successor) was $12,143,369 and $10,813,041, respectively. Total rent paid at December 31, 2025 (Successor) and December 31, 2024 (Successor) was $2,585,304 and $1,461,661, respectively. We had no related party leases for the Predecessor for the period January 1, 2024 to May 12, 2024, or the period ending December 31, 2023.

The following table is a schedule of future payments at December 31, 2025:

2026	$	2,782,497
2027		3,072,625
2028		2,529,511
2029		1,811,332
2030 and thereafter		4,583,876
Total undiscounted cash payments	$	14,779,841

Other Transactions with Related Parties

At December 31, 2025, we had debt with a related party of $773,720 recorded on our consolidated balance sheet. The debt bears an interest rate of 6% and matures in April 2028. Our recurring monthly principal and interest payments are $29,681.

In accordance with our Deluxe purchase price agreement, we have agreed to pay the sellers the collateral insurance deposit of $2,241,923 associated with their cargo captive once returned from the insurance provider. This amount is expected to be received in 2026 and is shown under long term liabilities on the consolidated balance sheet.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Stockholders’ Equity (Deficit) and Preferred Stock

12 Months Ended

Dec. 31, 2025

Stockholders’ Equity (Deficit) and Preferred Stock [Abstract]

Stockholders’ Equity (Deficit) and Preferred Stock

Note 13 — Stockholders’ Equity (Deficit) and Preferred Stock

Series A preferred stock (Predecessor)

Proficient Transport was authorized to issue 10,000,000 shares of Series A preferred stock, with a par value of $0.01 per share. The holders of Series A preferred stock were entitled to vote as common stockholders and had certain liquidation preferences to every other class or series of stock. The Series A preferred stock was redeemable at the option of the Series A preferred stockholders at the greater of the fair market value of the Series A preferred stock at the date of redemption or a value determined using a discounted cash flow model, as defined. The Series A preferred stock was converted to shares of common stock of the Company in connection with the IPO and business combinations (Note 3) on May 13, 2024.

The Series A preferred stock earned a cumulative preferred return equal to 8% per annum on the sum of $1.00 per share invested plus accrued and unpaid Series A returns. The Series A returns accrue on a quarterly basis and will be fully cumulative, whether or not declared by Proficient Transport’s Board of Directors.

The Series A preferred stock was recorded at its redemption value of $8,880,672 as of December 31, 2023. The accumulated but undistributed preferred returns were $0 and $5,813,749 as of December 31, 2024 and 2023, respectively.

Activity related to the Series A preferred stock is as follows:

Balance as of December 31, 2023	$	8,880,672
Accrued and unpaid dividend		177,752
Balance as of March 31, 2024		9,058,424
Accrued and unpaid dividend		82,774
Balance as of May 12, 2024	$	9,141,198

Stockholders’ Equity (Successor)

The Company is authorized to issue 50,000,000 shares of common stock, which has a par value of $0.01 per share.

In May 2024, the Company completed its IPO of its common stock and issued 14,333,333 shares of its common stock at a price of $15.00 per share for total gross proceeds of $215,000,000 and net proceeds of $ 192,273,599 after underwriting fees and transaction costs.

The Company issued 6,888,128 shares of its common stock to the Founding Companies in connection with the Combinations, 1,069,346, common shares to the ATG Sellers and 395,322 common shares to the Brothers seller. Please see Note 3 for additional information.

In 2025 and 2024, the Company issued 369,113 and 404,177 shares of common stock for vested RSU’s, respectively.

In connection with its IPO, the Company granted the underwriters of its IPO a customary 30-day over-allotment option to buy up to an additional 2,149,999 shares of common stock from the Company at the IPO price, less underwriting discounts and commissions. In June 2024, the Company issued 1,435,000 shares of its common stock pursuant to the partial exercise of the over-allotment option. The shares were sold at the initial public offering price of $15.00 per share for total gross proceeds of $21,500,000 and net proceeds of $20,018,250 after underwriting fees and transaction costs. All of the shares of common stock were sold by the Company.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
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-Section 50
-Paragraph 8A
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+ Details

Intangible Assets, Net - Schedule of Intangible Assets with Estimable Useful Lives (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Schedule of Intangible Assets with Estimated Useful Lives [Abstract]
2026	$ 9,658,998
2027	9,658,998
2028	9,658,998
2029	9,658,998
2030	9,658,998
Thereafter	74,509,901
Total	$ 122,804,891	$ 132,490,640

Accrued Liabilities

12 Months Ended

Dec. 31, 2025

Accrued Liabilities [Abstract]

Accrued liabilities

Note 8 — Accrued liabilities

Accrued liabilities consist of the following:

	December 31,		December 31,
	2025		2024
Claims, insurance and litigation reserves	$	10,758,083	$	5,721,891
Deferred leased to purchase payments		8,497,950		4,578,301
Salaries, wages and benefits		3,779,342		2,888,204
Accrued purchased transportation		3,351,017		3,149,849
Owner operator deposits		2,504,336		2,315,214
Escrow payments		994,012		-
Other accrued expenses		3,145,261		3,173,060
Accrued liabilities	$	33,030,001	$	21,826,519

Accrued purchased transportation represents obligations to external carriers, including subhauler expenses, outside carrier and driver expenses, and in-transit purchased transport. Owner operator deposits consist of truck escrow payments and damage repair fund. Other accrued expenses primarily include costs incurred but not yet invoiced, and estimates for property, sales and other taxes.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2025

Intangible Assets, Net [Abstract]

Intangible assets, net

Note 6 — Intangible assets, net

	December 31, 2025
	Gross carrying amount		Accumulated amortization and impairment			Net carrying amount
Customer relationships	$	126,703,000	$	(15,422,261	)	$	111,280,739
Trade names		13,717,000		(2,192,848	)		11,524,152
Total	$	140,420,000	$	(17,615,109	)	$	122,804,891

	December 31, 2024
	Gross carrying amount		Accumulated amortization			Net carrying amount
Customer relationships	$	124,700,000	$	(4,882,778	)	$	119,817,222
Trade names		13,500,000		(826,582	)		12,673,418
Total	$	138,200,000	$	(5,709,360	)	$	132,490,640

The Company evaluates the recoverability of definite-lives intangible assets whenever events or changes in circumstance indicate that the carrying value of such an asset may not be recoverable. The evaluation of definite-lived intangible assets is performed at the lowest level of identifiable cash flows. As a result of factors leading from the assessment of goodwill, the Company evaluated intangible and long-lived assets for impairment. The assessment resulted in an impairment charge of $2.1 million within customer relationships. The charge was recognized within the Subhauler segment, reflected on the Consolidated Statement of Operation within Goodwill & Intangibles Impairment. The fair value of the intangible assets were determined using the income approach.

There were no intangible assets, accumulated amortization or amortization expense prior to the Founding Companies acquisitions in May 2024 as discussed in Note 3 above. In the year ended December 31, 2025 and 2024, amortization expense was $8,413,483 and $4,882,778 for Customer relationships and $1,366,266 and $826,582 for Trade names, respectively. Amortization expense related to finite lived intangible assets is included in intangible amortization expenses in the consolidated statement of operations.

As of December 31, 2025, the expected amortization expense associated with the Company’s identifiable intangible assets with estimable useful lives over the next five years was as follows:

2026	$	9,658,998
2027		9,658,998
2028		9,658,998
2029		9,658,998
2030		9,658,998
Thereafter		74,509,901
Total	$	122,804,891

As of December 31, 2025, the weighted average amortization period for all intangible assets was 13.0 years, with 13.4 years for Customer relationships and 8.4 years for Trade names.

Segment Reporting (Details)	12 Months Ended
Segment Reporting (Details)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Segment Reporting [Line Items]
Salaries, wages and benefits	$ 5,041,528	$ 2,894,687
Share-Based Payment Arrangement, Noncash Expense	5,527,316
Depreciation and amortization	88,321	5,388
Intangible amortization	9,779,749	5,709,360
Operating Insurance and Claims Costs, Production	4,226,175
General selling, and other operating expenses	$ 5,583,335	3,439,195
Stock based compensation		8,883,142
Insurance premiums and claims		$ 757,028
Company Drivers Segment and Subhaulers Segment [Member]
Segment Reporting [Line Items]
Operating segments	2
Reportable segments	2

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2025

Intangible Assets, Net [Abstract]

Schedule of Intangible Assets, Net

	December 31, 2025
	Gross carrying amount		Accumulated amortization and impairment			Net carrying amount
Customer relationships	$	126,703,000	$	(15,422,261	)	$	111,280,739
Trade names		13,717,000		(2,192,848	)		11,524,152
Total	$	140,420,000	$	(17,615,109	)	$	122,804,891

	December 31, 2024
	Gross carrying amount		Accumulated amortization			Net carrying amount
Customer relationships	$	124,700,000	$	(4,882,778	)	$	119,817,222
Trade names		13,500,000		(826,582	)		12,673,418
Total	$	138,200,000	$	(5,709,360	)	$	132,490,640

Schedule of Intangible Assets with Estimable Useful Lives

As of December 31, 2025, the expected amortization expense associated with the Company’s identifiable intangible assets with estimable useful lives over the next five years was as follows:

2026	$	9,658,998
2027		9,658,998
2028		9,658,998
2029		9,658,998
2030		9,658,998
Thereafter		74,509,901
Total	$	122,804,891

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 14,285,745	$ 15,398,714
Accounts receivable, less allowance for credit losses (2025 - $826,740; 2024 - $134,372)	42,188,909	37,394,656
Net investment in leases, current portion	126,730	266,447
Maintenance supplies	1,714,238	1,356,814
Assets held for sale	28,500	265,900
Income tax receivable	1,791,544	2,944,742
Prepaid expenses and other current assets	11,261,497	10,060,169
Total current assets	71,397,163	67,687,442
Property and equipment, net of accumulated depreciation (2025 - $ 43,500,044; 2024 - $15,541,572)	115,850,061	122,636,636
Operating lease right-of-use assets	12,633,834	10,970,536
Net investment in leases, less current portion	21,781	175,330
Deposits	6,124,946	4,676,679
Goodwill	148,476,407	169,056,675
Intangible assets, net of accumulated amortization and impairment (2025 - $17,615,109; 2024 - $5,709,360)	122,804,891	132,490,640
Other long-term assets	668,426	393,006
Total assets	477,977,509	508,086,944
Current liabilities:
Accounts payable	8,305,255	9,829,355
Accrued liabilities	33,030,001	21,826,519
Finance lease liabilities, current portion	8,758	89,184
Operating lease liabilities, current portion	2,249,651	1,825,970
Long-term debt, current portion	20,303,077	19,052,903
Total current liabilities	63,896,742	52,623,931
Long-term liabilities:
Line of credit		7,000,000
Finance lease liabilities, less current portion		8,343
Operating lease liabilities, less current portion	10,689,839	9,258,234
Long-term debt, less current portion	54,026,968	56,336,911
Deferred tax liability, net	34,900,440	42,638,079
Other long-term liabilities	3,073,049	2,241,923
Total liabilities	166,587,038	170,107,421
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 27,834,799 and 27,069,114 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively	278,347	270,691
Additional paid in capital	356,179,787	346,756,929
(Accumulated deficit) retained earnings	(45,067,663)	(9,048,097)
Total stockholders’ equity	311,390,471	337,979,523
Total liabilities and stockholders’ equity	$ 477,977,509	$ 508,086,944

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (36,019,566)	$ (8,475,268)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Stockholders’ Equity (Deficit) and Preferred Stock - Schedule of Series A Preferred Stock (Details) - Series A Preferred Stock [Member] - USD ($)	1 Months Ended	4 Months Ended	12 Months Ended
	May 12, 2024	May 12, 2024	Dec. 31, 2024
Schedule of Series A Preferred Stock [Line Items]
Balance at beginning		$ 8,880,672	$ 8,880,672
Accrued and unpaid dividend	$ 82,774		177,752
Balance at ending	$ 9,141,198	$ 9,141,198	$ 9,058,424

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid Insurance	$ 5,085,520	$ 7,878,950
Other Current Assets	6,175,977	2,181,219
Prepaid expenses and other current assets	$ 11,261,497	$ 10,060,169

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Schedule of Information About Our Reportable Segments

The following table summarizes information about our reportable segments:

Year ended December 31, 2025	Company Drivers		Subhauler			Total
Revenue
Revenue, before fuel surcharge	$	143,603,890	$	253,023,569		$	396,627,459
Fuel surcharge and other reimbursements		9,185,508		16,702,249			25,887,757
Other Revenue		1,809,337		2,574,537			4,383,874
Lease Revenue		-		3,526,084			3,526,084
Segment Revenue	$	154,598,735	$	275,826,439		$	430,425,174
Total consolidated						$	430,425,174
Less:
Salaries, wages and benefits		60,409,154		19,791,925			80,201,079
Fuel and fuel taxes		25,757,819		-			25,757,819
Purchased transportation		-		215,153,626			215,153,626
Truck expenses		25,549,240		-			25,549,240
Depreciation		21,683,313		7,754,747			29,438,060
Goodwill & Intangible Impairment		-		27,787,000			27,787,000
Other segment items⁽¹⁾		13,852,354		17,774,454			31,626,808
Segment Operating profit/(loss)	$	7,346,855	$	(12,435,313	)	$	(5,088,458	)
Reconciliation of segment operating profit to income before income taxes:
Other profit/(loss)⁽²⁾						$	(30,246,424	)
Interest Expense							(6,588,973	)
Acquisition Costs							(438,514	)
Earn Out Contingency Gain / Loss							(1,243,171	)
Other Income, net							364,326
Income Before Income Taxes						$	(43,241,214	)

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	21,683,313	$	7,754,747		$	29,438,060
Intangible amortization⁽²⁾							9,779,749
Consolidated Depreciation and Amortization						$	39,217,809

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾

⁽³⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Year ended December 31, 2024	Company Drivers		Subhauler		Total
Revenue
Revenue, before fuel surcharge	$	80,364,399	$	141,690,607	$	222,055,006
Fuel surcharge and other reimbursements		5,907,191		10,395,695		16,302,886
Other Revenue		995,507		513,711		1,509,218
Lease Revenue		-		987,417		987,417
Segment Revenue	$	87,267,097	$	153,587,430	$	240,854,527
Total consolidated					$	240,854,527
Less:
Salaries, wages and benefits		30,842,256		11,903,783		42,746,039
Fuel and fuel taxes		16,128,862		-		16,128,862
Purchased transportation		-		119,908,760		119,908,760
Truck expenses		12,952,229		-		12,952,229
Depreciation		11,282,400		4,411,237		15,693,637
Other segment items⁽¹⁾		10,582,496		9,046,245		19,628,741
Segment Operating profit/(loss)	$	5,478,854	$	8,317,405	$	13,796,259
Reconciliation of segment operating profit to income before income taxes:
Other profit/(loss)⁽²⁾					$	(21,688,800	)
Interest Expense						(4,007,661	)
Acquisition Costs						(1,226,915	)
Earn Out Contingency Gain / Loss						3,095,114
Other Income, net						311,351
Income Before Income Taxes					$	(9,720,652	)

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	11,282,400	$	4,411,237	$	15,693,637
Intangible amortization⁽²⁾						5,714,748
Consolidated Depreciation and Amortization					$	21,408,385

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾

Other profit/(loss) relates to items not included within the Company’s measure of Segment Operating profit / (loss), these include corporate and unallocated expenses which were not included within the measures of segment profitability regularly reviewed by the CODM. These include $2,894,687 in Salaries, wages and benefits, $8,883,142 in Stock Based Compensation, $5,388 in Depreciation and amortization, $5,709,360 in Intangible Amortization, $757,028 in Insurance Premiums and Claims, and $3,439,195 in General Selling, and other Operating expenses.

⁽³⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Predecessor
For the period from January 1 to May 12, 2024	Company Drivers			Subhauler			Total
Revenue
Revenue, before fuel surcharge	$	6,749,129		$	32,198,658		$	38,947,787
Fuel surcharge and other reimbursements		819,998			1,253,089			2,073,087
Other Revenue		-			-			-
Lease Revenue		-			196,814			196,814
Segment Revenue	$	7,569,127		$	33,648,561		$	41,217,688
Total consolidated							$	41,217,688
Less:
Salaries, wages and benefits		5,328,667			22,155,104			27,483,771
Fuel and fuel taxes		1,119,549			-			1,119,549
Purchased transportation		-			25,995,763			25,995,763
Truck expenses		1,886,793			-			1,886,793
Depreciation & Amortization		872,783			62,205			934,988
Other segment items⁽¹⁾		986,536			3,830,253			4,816,789
Segment Operating profit/(loss)	$	(2,625,201	)	$	(18,394,764	)	$	(21,019,965	)
Reconciliation of segment operating profit to income before income taxes:
Interest Expense								(717,431	)
Other Income, net								2,078
Income Before Income Taxes							$	(21,735,318	)

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	872,783		$	62,205		$	934,988
Consolidated Depreciation and Amortization							$	934,988

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Predecessor
Year ended December 31, 2023	Company Drivers		Subhaulers			Total
Revenue
Revenue, before fuel surcharge	$	38,475,802	$	87,961,558		$	126,437,360
Fuel surcharge and other reimbursements		4,927,753		4,390,880			9,318,633
Other Revenue		-		-			-
Lease Revenue				-			-
Segment Revenue	$	43,403,555	$	92,352,438		$	135,755,993
Total consolidated						$	135,755,993
Less:
Salaries, wages and benefits		14,410,374		6,025,092			20,435,466
Fuel and fuel taxes		4,461,319		-			4,461,319
Purchased transportation		11,326,888		72,516,409			83,843,297
Truck expenses		7,038,979		(316	)		7,038,663
Depreciation		2,347,084		176,887			2,523,971
Other segment items⁽¹⁾		3,529,522		3,570,301			7,099,823
Segment Operating profit/(loss)	$	289,389	$	10,064,065		$	10,353,454
Reconciliation of segment operating profit to income before income taxes:
Interest Expense							(953,667	)
Income Before Income Taxes						$	9,399,787

Other Segment Disclosures:
Depreciation and amortization⁽³⁾	$	2,347,084	$	176,887		$	2,523,971
Consolidated Depreciation and Amortization						$	2,523,971

⁽¹⁾	Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims.

⁽²⁾	General, selling, and other operating expenses not attributable to operating segments. These amounts relate to corporate overhead and other activities not attributable to a reporting segment.

⁽³⁾	The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions.

Long-Term Debt

12 Months Ended

Dec. 31, 2025

Long-Term Debt [Abstract]

Long-term debt

Note 11 — Long-term debt

Long-term debt consists of the following:

	December 31, 2025			December 31, 2024
Equipment and vehicle notes payable to financial institutions, requiring monthly principal and interest payments totaling $1,658,163. The notes bear interest ranging from 3.47% to 10.8%, mature between January 2026 and November 2031, and are secured by the Company’s transportation equipment and vehicles	$	52,595,562		$	59,740,532

Term Loan payable to Pinnacle Bank, requiring principal payments of $415,255 per month commencing June 2025. The notes bear interest at SOFR (Currently 3.87%) +2.5% margin per month and mature April 2031¹		22,011,534			16,000,000
		74,607,096			75,740,532
Less: unamortized debt issuance costs		(277,051	)		(350,718	)
Less: current maturities		(20,303,077	)		(19,052,903	)
Total long-term debt	$	54,026,968		$	56,336,911

⁽¹⁾	The Term Loan and Line of Credit includes financial covenants comprised of maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA), both measured quarterly.

Future maturities of long-term debt are as follows:

For the years ending December 31:
2026	$	20,303,077
2027		18,254,521
2028		16,335,522
2029		13,698,398
2030		5,552,050
Thereafter		463,528
Total	$	74,607,096

The Company capitalized debt issuance costs of $0 and $386,825 during the period ended December 31, 2025 (Successor) and 2024 (Successor), respectively. Amortization expense related to the debt issuance costs totaled $73,666, $92,559, $4,795, and $13,115, for the period ended December 31, 2025 (Successor), December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), and for the period ended December 31, 2023 (Predecessor), respectively, and was recorded within interest expense on the consolidated statements of operations.

As of December 31, 2025 and 2024, the assets that are pledged as collateral related to our debt obligations are $59,258,394 and $69,620,421, respectively and were recorded within property and equipment, net on the consolidated balance sheet.

Long-Term Debt (Details) - USD ($)	4 Months Ended	12 Months Ended
Long-Term Debt (Details) - USD ($)	May 12, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Long-Term Debt [Line Items]
Debt issuance costs			$ 386,825
Successor [Member]
Long-Term Debt [Line Items]
Debt issuance costs			386,825
Amortization of debt issuance costs		73,666	92,559
Long-Term Debt and Lease Obligation		$ 59,258,394	$ 69,620,421
Predecessor [Member]
Long-Term Debt [Line Items]
Debt issuance costs
Amortization of debt issuance costs	$ 4,795			$ 13,115