PATI Patriot Transportation Holding Inc

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200 W. Forsyth Street, 7th Floor

Jacksonville, FL 32202

[ ], 2023

Dear Shareholder:

You are cordially invited to virtually attend a special meeting of shareholders of Patriot Transportation Holding, Inc., a Florida corporation (the “Company”), to be held virtually via live webcast on [ ], 2023, at [ ] Eastern Time at [ ] (including any adjournments or postponements thereof, the “special meeting”). The purpose of the special meeting is to consider and vote on proposals relating to a proposed merger transaction between the Company, Blue Horizon Partners, Inc., an Oklahoma corporation (“Parent”), and Blue Horizon Partners Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our shareholders and the Company.

On November 1, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “merger agreement”) with Parent and Merger Sub, providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of the Company by Parent by way of merger at a price of $16.26 per share, in cash, without interest, subject to any applicable withholding taxes. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. At the special meeting, the Company will ask you to adopt the merger agreement.

At the effective time of the merger, each share of the Company’s common stock that is issued and outstanding immediately prior to the effective time of the merger (other than shares owned by the Company or its subsidiaries, Parent or Merger Sub) will be automatically cancelled and cease to exist and each holder of such shares will be entitled to receive $16.26 per share, in cash, without interest, subject to any applicable withholding taxes.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. The special meeting will be held in a virtual meeting format only, via live webcast, without a physical meeting location. Please be sure to follow instructions found on your proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email. You should carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the accompanying proxy statement.

The board of directors of the Company (the “Board”) carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Board (i) approved, adopted and declared advisable the merger agreement and the merger and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its shareholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of the Company’s shareholders and (v) recommended that the Company’s shareholders vote for the adoption of the merger agreement. Accordingly, the Board unanimously recommends you vote “FOR” the

proposal to adopt the merger agreement. John D. Baker II and Thompson S. Baker II, each of whom is a director of the Company and who collectively beneficially own approximately 26.6% of the Company’s common stock as of October 26, 2023, have entered into an irrevocable proxy and support agreement (which we refer to as the “support agreement”), pursuant to which, among other things, the shareholders have granted an irrevocable proxy in favor of each of the remaining members of the Board, to vote their shares of common stock of the Company owned by such shareholders in favor of each of the proposals at the Special Meeting. Except for the support agreement, none of our directors or executive officers have entered into or are bound by any agreements obligating them to vote in favor of the proposals at the Special Meeting.

Under Section 607.1302 of the Florida Business Corporation Act, appraisal rights will not be available to the Company’s shareholders in connection with the merger.

Your vote is important. Whether or not you plan to virtually attend the special meeting and regardless of the number of shares you own, your careful consideration of and vote on, the proposal to adopt the merger agreement is important, and we encourage you to vote promptly. The merger cannot be completed unless the merger agreement is adopted by shareholders holding a majority of the outstanding shares of the Company’s common stock entitled to vote on such matter. The failure to vote will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

After reading the accompanying proxy statement, please make sure to vote your shares promptly by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope or by voting through the Internet or by phone by following the instructions on the accompanying proxy card. If you hold shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your shares.

Thank you in advance for your continued support and your consideration of this matter.

 

Thompson S. Baker II

Chairman of the Board of Directors

The accompanying proxy statement is dated [ ], 2023 and is first being mailed to the Company’s shareholders on or about [ ], 2023.

 

200 W. Forsyth Street, 7^th Floor

Jacksonville, FL 32202

To the Shareholders of Patriot Transportation Holding, Inc.:

A special meeting of shareholders of Patriot Transportation Holding, Inc., a Florida corporation (the “Company”), will be held virtually via live webcast on [ ], 2023, at [ ] Eastern Time at [ ] (including any postponements or adjournments thereof, the “special meeting”), for the following purposes:

Shareholders of record at the close of business on [ ], 2023, are entitled to notice of, and to vote at, the special meeting. The special meeting will be held in a virtual meeting format only, via live webcast, without a physical meeting location. You will be able to listen, vote and submit questions from any remote location that has Internet connectivity. You may participate online by logging in at [ ] and entering the control number or the instructions that accompanied your proxy materials. Please be sure to follow instructions found on your proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email.

A list of the Company shareholders entitled to vote at the special meeting will be available for examination by any Company shareholder at the special meeting via the special meeting website at [ ]. At least ten days prior to the date of the special meeting, this shareholder list will be available for inspection by the Company shareholders, subject to compliance with applicable provisions of the Florida Business Corporation Act, during normal business hours at 200 W. Forsyth Street, 7^th Floor, Jacksonville, FL 32202.

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the accompanying proxy statement.

The Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Board (i) approved, adopted and

declared advisable the merger agreement and the merger and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its shareholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of the Company’s shareholders and (v) recommended that the Company’s shareholders vote for the adoption of the merger agreement.

The Board unanimously recommends that at the special meeting you vote “FOR” the proposal to adopt the merger agreement, “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

To assure that your shares are represented at the special meeting, regardless of whether you plan to virtually attend the special meeting, we encourage you to fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the U.S. Alternatively, you may vote through the Internet or by phone. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. If you are voting through the Internet or by phone, then your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting. Your proxy is being solicited by the Board and the other participants named in the accompanying proxy statement.

Under Section 607.1302 of the Florida Business Corporation Act, appraisal rights will not be available to the Company’s shareholders in connection with the merger.

The merger cannot be completed unless the merger agreement is adopted by shareholders holding a majority of the outstanding shares of the Company’s common stock entitled to vote on such matter. John D. Baker II and Thompson S. Baker II, each of whom is a director of the Company and who collectively beneficially own approximately 26.6% of the Company’s common stock as of October 26, 2023, have entered into an irrevocable proxy and support agreement (which we refer to as the “support agreement”), pursuant to which, among other things, the shareholders have granted an irrevocable proxy in favor of each of the remaining members of the Board, to vote their shares of common stock of the Company owned by such shareholders in favor of each of the proposals at the Special Meeting. Except for the support agreement, none of our directors or executive officers have entered into or are bound by any agreements obligating them to vote in favor of the proposals at the Special Meeting. The failure to vote will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions about the merger or how to submit your proxy or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

(888) 873-0729

Thank you in advance for your continued support and your consideration of this matter.

By Order of the Board of Directors

 

Thompson S. Baker II

Chairman of the Board of Directors

Jacksonville, Florida

[ ], 2023

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement.

For additional information regarding the treatment of outstanding Company equity awards, see the section entitled “The Agreement and Plan of Merger-Treatment of Company Equity Awards,” beginning on page 53.

For additional information regarding the treatment of outstanding Company equity awards, see the section entitled “The Agreement and Plan of Merger-Treatment of Company Equity Awards,” beginning on page 53.

The approval of the non-binding compensation advisory proposal requires the approval by a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. Although the Board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on the Company or Parent or any of their respective subsidiaries, and, if the merger agreement is adopted by the Company shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers in accordance with the terms of their compensation agreements and arrangements even if this proposal is not approved. Abstentions and failures to vote will have no effect on the approval of this proposal.

The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. Abstentions and failures to vote will have no effect on the approval of this proposal. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. In such case, abstentions will have the same effect as a vote “AGAINST” such adjournment. Failures to vote will have no effect on such adjournment.

The Company may not recess or postpone the special meeting, and may not change the record date, except (a) with Parent’s consent, (b) if, as of the time for which the special meeting is originally scheduled, there are insufficient shares of Company common stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determined in good faith is necessary or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the special meeting, (d) to allow additional solicitation of votes to the extent necessary in order to obtain the Company shareholder approval at the special meeting or (e) to the extent required by applicable law.

For a discussion of the factors that the Board considered in determining to recommend the adoption of the merger agreement, see the section entitled “The Merger-Reasons for Recommending the Adoption of the Merger

Agreement,” beginning on page 32. In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of the Company shareholders generally. For additional information, see the section entitled “The Merger-Interests of Directors and Executive Officers in the Merger,” beginning on page 42.

Other than the support agreement, none of our directors or executive officers have entered into or are bound by any agreements obligating them to vote in favor of the proposals at the Special Meeting.

All shares of Company common stock held by the Company shareholders that are present virtually, or represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such shareholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting entitled to vote on such matter may adjourn the meeting to another place, date or time.

If you are submitting your proxy through the Internet or by phone, your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting.

Submitting your proxy by mail, through the Internet, or by phone will not prevent you from voting virtually at the special meeting. You are encouraged to submit a proxy by mail, through the Internet, or by phone even if you plan to virtually attend the special meeting to ensure that your shares of Company common stock are represented at the special meeting.

If you return your signed and dated proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the proposal to adjourn the special meeting if necessary or appropriate.

You may revoke your proxy by delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy to the Secretary of the Company at: Matthew C. McNulty, Corporate Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202. You may also revoke your proxy or change your vote by submitting another proxy through the Internet or by phone in accordance with the instructions on the enclosed proxy card. You may also submit a later-dated proxy card relating to the same shares of Company common stock. If you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you later decide to revoke your proxy or change your vote through the Internet or by phone. Alternatively, your proxy may be revoked or changed by virtually attending the special meeting and voting virtually. However, simply virtually attending the special meeting without voting will not revoke or change your proxy. “Street name” holders of shares of Company common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

If you have instructed a bank, broker, trust or other nominee to vote your shares, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

to the merger will be satisfied or, to the extent permitted, waived. The merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the adoption of the merger agreement by the Company shareholders. For additional information, see the section entitled “The Agreement and Plan of Merger- Conditions to Consummation of the Merger,” beginning on page 65.

Under specified circumstances, upon termination of the merger agreement, either the Company would be obligated to pay Parent the Company termination fee or the Parent would be obligated to pay the Company a termination fee, as described in “The Agreement and Plan of Merger-Termination Fees” on page 67 of this proxy statement.

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

(888) 873-0729

If your shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

Statements included in this proxy statement that are not historical in nature are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the merger These forward-looking statements are generally denoted by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “aim,” “target,” “plan,” “continue,” “estimate,” “project,” “may,” “will,” “should,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from historical results or those anticipated. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or if any occur, what effect they will have on our results of operations or financial condition. These factors include, but are not limited to:

All of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference in this proxy statement, including: (1) the information contained under this caption; and (2) information in our most recent filings on Form 10-K and Form 10-Q, including the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto. The Company can give no assurance that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this proxy statement and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Readers are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

For additional information, see the section entitled “The Merger-Forward-Looking Financial Information,” beginning on page 36.

Patriot Transportation Holding, Inc., a Florida corporation, conducts business through its wholly owned subsidiary, Florida Rock & Tank Lines, Inc. The Company transports petroleum and other liquids and dry bulk commodities. The Company does not own any of the products it hauls, rather, it acts as a third party carrier to deliver its customers’ products from point to point predominately using Company employees driving Company owned tractors and tank trailers. A large portion of the Company’s business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customers’ retail outlets (e.g., convenience stores, truck stops and fuel depots) where it off-loads the product into its customers’ fuel storage tanks for ultimate sale to the retail consumer. The Company also hauls dry bulk commodities such as cement, lime and various industrial powder products, water and liquid chemicals. Shares of Company common stock are listed on the NASDAQ and trades under the symbol “PATI”.

Our principal executive offices are located at 200 W. Forsyth St., 7^th Floor, Jacksonville, Florida 32202, and our telephone number is 904-396-5733. Our website address is www.patriottrans.com. The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement. For additional information, see the section entitled “Where You Can Find More Information,” beginning on page 72.

Blue Horizon Partners, Inc. is an Oklahoma corporation (“Parent”). Parent is an affiliate of United Petroleum Transports, Inc., a leading regional logistics company based in Oklahoma City, Oklahoma, specializing in the transportation of liquid petroleum products. Upon completion of the merger, Parent will be the immediate parent company of the Company. Parent’s principal office is located at 4312 South Georgia Place, Oklahoma City, Oklahoma 73129, and its telephone number is 405-677-6633.

Blue Horizon Partners Merger Sub, Inc., is a Florida corporation and a wholly owned subsidiary of Parent. Merger Sub was formed on October 20, 2023, expressly for the purpose of the merger and the other transactions contemplated by the merger agreement and conducts no other business. Upon completion of the merger, Merger Sub will merge with and into the Company, with the Company surviving, and Merger Sub will cease to exist. Merger Sub’s head office is located at 4312 South Georgia Place, Oklahoma City, Oklahoma 73129, and its telephone number is 405-677-6633.

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

The special meeting will be held virtually via live webcast on [ ], 2023, at [ ] Eastern Time at [ ].

The special meeting will be held solely via live webcast, and there will not be a physical meeting location. Company shareholders will be able to virtually attend the special meeting by visiting the special meeting website. If you choose to virtually attend the special meeting and vote your shares via the special meeting website, you will need the control number included on your proxy card.

At the special meeting, the Company shareholders of record will be asked to consider and vote on:

The Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Board (i) approved, adopted and declared advisable the merger agreement and the merger and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its shareholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of the Company’s shareholders and (v) recommended that the Company’s shareholders vote for the adoption of the merger agreement. Accordingly:

Each holder of record of shares of Company common stock as of the close of business on [ ], 2023, which is the record date for the special meeting, is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for each share of Company common stock that you owned on the record date. As of the record date, there were [ ] shares of Company common stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, virtually or by proxy, of the holders of a majority of the shares of Company common stock issued and outstanding entitled to vote constitutes a quorum for the special meeting.

If you are a Company shareholder of record and you vote by mail, through the Internet, by phone or virtually at the special meeting, then your shares of Company common stock will be counted as part of the quorum. If you are a

“street name” holder of shares of Company common stock, your shares will not be counted in determining the presence of a quorum, unless you provide your bank, broker, trust or other nominee with voting instructions.

All shares of Company common stock held by shareholders of record that are present virtually or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such shareholders abstain from voting, will be counted in determining the presence of a quorum. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting may adjourn the meeting to another place, date or time.

Merger Agreement Proposal. The approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Company common stock entitled to vote on such matter.

Non-Binding Compensation Advisory Proposal. The approval of the non-binding compensation advisory proposal requires the approval by a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. The vote is advisory only and, therefore, is not binding on the Company or Parent or any of their respective subsidiaries, and, if the merger agreement is adopted by the Company shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers in accordance with the terms of their compensation agreements and arrangements even if this proposal is not approved.

Adjournment Proposal. The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting may adjourn the meeting to another place, date or time.

The Company may not recess or postpone the special meeting, and may not change the record date, except (a) with Parent’s consent, (b) if, as of the time for which the special meeting is originally scheduled, there are insufficient shares of Company common stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determined in good faith is necessary or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the special meeting, (d) to allow additional solicitation of votes to the extent necessary in order to obtain the Company shareholder approval at the special meeting or (e) to the extent required by applicable law.

The approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Company common stock entitled to vote on such matter. Therefore, the failure to vote or the abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval of the non-binding compensation advisory proposal requires the approval by a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. Abstentions and failures to vote will have no effect on the approval of this proposal.

The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. Abstentions and failures to vote will have no effect on the approval of this proposal. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. In such case, abstentions will have the same effect as a vote “AGAINST” such adjournment. Failures to vote will have no effect on such adjournment.

The Company may not recess or postpone the special meeting, and may not change the record date, except (a) with Parent’s consent, (b) if, as of the time for which the special meeting is originally scheduled, there are insufficient

shares of Company common stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determined in good faith is necessary or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the special meeting, (d) to allow additional solicitation of votes to the extent necessary in order to obtain the Company shareholder approval at the special meeting or (e) to the extent required by applicable law.

Under NASDAQ rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if your shares are held in “street name,” your bank, broker, trust or other nominee will NOT be able to vote your shares of Company common stock on any of the proposals, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of Company common stock, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Because the approval of (i) the non-binding compensation advisory proposal and (ii) the proposal to adjourn the special meeting if necessary or appropriate requires the approval by a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of those proposals.

You may vote by:

Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The Internet and phone voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time on the day before the special meeting.

If you submit your proxy by mail or through the Internet or phone voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares of Company common stock will be voted in favor of that proposal. If you indicate “ABSTAIN” on a proposal to be voted, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on approval of the non-binding compensation advisory proposal or the approval of the proposal to adjourn the special meeting if necessary or appropriate. However, in the absence of quorum, an abstention will have the same effect as vote “AGAINST” a proposal to adjourn the special meeting. If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Company common stock, your bank, broker, trust or other nominee will not be able to vote your shares on any of the proposals.

If you wish to vote virtually at the special meeting and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting.

If you do not submit a proxy or otherwise vote your shares of Company common stock in any of the ways described above, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on approval of the non-binding compensation advisory proposal or the approval of the proposal to adjourn the special meeting if necessary or appropriate.

If you have any questions about how to vote or direct a vote in respect of your shares of Company common stock, please contact our proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

(888) 873-0729

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares of Company common stock will be mailed to shareholders if the merger is completed.

Any proxy given by a Company shareholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of shares of Company common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement. Your shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or, if you return a properly executed proxy card but do not indicate instructions on your proxy card, “FOR” the proposal.

The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. The adjourned meeting may take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 30 days or, if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the special meeting.

The Company may not recess or postpone the special meeting, and may not change the record date, except (a) with Parent’s consent, (b) if, as of the time for which the special meeting is originally scheduled, there are insufficient shares of Company common stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determined in good faith is necessary or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the special meeting, (d) to allow additional solicitation of votes to the extent necessary in order to obtain the Company shareholder approval at the special meeting or (e) to the extent required by applicable law.

The Company is soliciting the enclosed proxy card on behalf of the Board, and the Company will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, the Company and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

The Company has retained Georgeson to assist in the solicitation process. The Company will pay Georgeson a fee of approximately $21,000 plus reimbursement of certain specified out-of-pocket expenses. The Company also has agreed to indemnify Georgeson against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

The Company will ask banks, brokers, trusts and other nominees to forward the Company’s proxy solicitation materials to the beneficial owners of shares of Company common stock held of record by such banks, brokers, trusts or other nominees. The Company will reimburse these banks, brokers, trusts or other nominees for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

A list of the Company shareholders entitled to vote at the special meeting will be available for examination by any Company shareholder at the special meeting via the special meeting website at [ ]. At least ten days prior to the date of the special meeting, this shareholder list will be available for inspection by the Company shareholders, subject to compliance with applicable provisions of the Florida Business Corporation Act, during normal business hours at 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202.

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

(888) 873-0729

As discussed elsewhere in this proxy statement, the Company shareholders will consider and vote on a proposal to adopt the merger agreement. You should carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the merger, including the information set forth in the sections entitled “The Merger,” beginning on page 27, and “The Agreement and Plan of Merger,” beginning on page 51. In particular, you should read in its entirety the merger agreement, which is attached as Annex A to this proxy statement.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Company common stock represented by such proxy card will be voted “FOR” the proposal to adopt the merger agreement.

The approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote on such proposal.

Under Section 14A of the Exchange Act, we are required to provide shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger, as disclosed in the section entitled “The Merger-Interests of Directors and Executive Officers in the Merger-Golden Parachute Compensation,” beginning on page 44, including the tables, accompanying footnotes, and additional disclosures referenced therein. Accordingly, the Company shareholders are being provided with the opportunity to cast an advisory vote on such payments, and the Company is requesting that its shareholders adopt the following resolution, on a non-binding advisory basis:

“RESOLVED, that the shareholders of Patriot Transportation Holding, Inc. approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Patriot Transportation Holding, Inc. that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Merger-Interests of Directors and Executive Officers in the Merger-Golden Parachute Compensation,” beginning on page 44 (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Company common stock represented by such proxy card will be voted “FOR” the non-binding compensation advisory proposal.

The approval of the non-binding compensation advisory proposal requires the approval by a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. As an advisory vote, this proposal is not binding upon the Company, the Board, the Executive Compensation Committee or Parent, or any of the Company’s or Parent’s subsidiaries, and approval of this proposal is not a condition to completion of the merger. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with the named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the merger agreement is adopted and the merger is completed (subject only to the contractual conditions applicable thereto).

Company shareholders may be asked to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

The Board unanimously recommends that shareholders vote “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Company common stock represented by such proxy card will be voted “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate.

The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast by shareholders present virtually or represented by proxy at the special meeting. In addition, even if a quorum is not present at the special meeting, the affirmative vote of holders of a majority of the shares of Company common stock present virtually or represented by proxy at the special meeting may adjourn the meeting to another place, date or time.

The Company may not recess or postpone the special meeting, and may not change the record date, except (a) with Parent’s consent, (b) if, as of the time for which the special meeting is originally scheduled, there are insufficient shares of Company common stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determined in good faith is necessary or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the special meeting, (d) to allow additional solicitation of votes to the extent necessary in order to obtain the Company shareholder approval at the special meeting or (e) to the extent required by applicable law.

The Company is seeking the adoption by the Company shareholders of the merger agreement the Company entered into on November 1, 2023 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into the Company. The Company will survive the merger as a wholly owned subsidiary of Parent. The Board has unanimously approved the merger agreement and unanimously recommends that the Company shareholders vote “FOR” the proposal to adopt the merger agreement.

At the effective time, each share of the Company common stock that is issued and outstanding immediately prior to the effective time (other than the excluded shares) will be automatically cancelled and cease to exist and each holder of such shares will be entitled to receive $16.26 per share, in cash, without interest, subject to any applicable withholding taxes.

Following the completion of the merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent.

The Board, together with members of the senior management team of the Company, periodically and in the ordinary course evaluate and consider strategic opportunities and alternatives with a view to enhancing shareholder value. Such opportunities and alternatives include, among other things, the acquisition of the Company, on-going operation of the Company as a stand-alone entity, acquisitions of trucking and logistics companies, dispositions of one or more of the Company’s businesses and other transactions.

On June 2, 2022, Robert Sandlin, the Company’s Chief Executive Officer, was contacted by a representative of UPT, an affiliate of Parent, regarding the interest of UPT in a potential acquisition of the Company.

On July 21, 2022, the Company and UPT executed a confidentiality agreement. The confidentiality agreement included a prohibition on UPT contacting financing sources without the Company’s prior approval, as well as a standstill provision, which included a “don’t ask, don’t waive” provision, prohibiting UPT from making acquisition proposals to the Company without first obtaining the Company’s written consent.

On August 3, 2022, the Company issued its earnings release for its third fiscal quarter of 2022.

On August 25, 2022, Mr. Sandlin and Matt McNulty, the Company’s Chief Financial Officer, Chief Operating Officer, Vice President and Secretary, met with representatives of UPT to discuss the due diligence process related to a proposed business transaction. Thereafter, the Company made available to UPT and its advisors documents and information in response to requests in order for UPT and its advisors to perform due diligence on the Company. During August and September 2022, UPT commenced a due diligence review of the Company through document requests, in-person meetings and virtual meetings, and Messrs. Sandlin and McNulty met with representatives of UPT on September 8, 2022, to discuss the proposed business transaction. The Company also established a virtual data room for diligence purposes.

On September 19, 2022, Mr. Sandlin and J. Baker, a director of the Company, met with Greg Price of UPT to discuss UPT’s interest in a possible transaction with the Company. J. Baker stressed that the Company was not for sale, but that the Company would consider a transaction at an attractive valuation for shareholders, if and when presented with any such offer.

On October 5, 2022, UPT sent Mr. Sandlin and T. Baker, the Company’s Chairman of the Board of Directors, a written non-binding proposal for UPT to acquire all of the Company’s outstanding shares of common stock for $10.20 - $10.60 per share, to be paid in cash (representing a 26.6% - 29.0%% premium to the $8.06 price per share of the Company common stock as of the close of trading on October 4, 2022).

On October 7, 2022, after meeting with J. Baker and T. Baker to review the October Proposal, Messrs. Sandlin and McNulty met with representatives of UPT and Stephens Inc., UPT’s financial advisor (“Stephens”), to discuss such proposal. Mr. Sandlin communicated that the Company had no interest in a transaction at such price. Thereafter, the Company informed UPT that it would not provide additional diligence information and it was placing any further discussions on hold.

On December 6, 2022, the Company issued it earnings release for its fourth fiscal quarter of 2022 and fiscal year 2022. The Company also held its quarterly Board meeting where Mr. Sandlin updated the Board on the discussions with UPT.

On February 2, 2023, the Company issued its earnings release for its first fiscal quarter of 2023.

During April 2023, Mr. Sandlin was contacted by Matt Herndon, President and Chief Executive Officer of UPT, regarding re-initiating the discussions regarding a potential transaction. On April 26, 2023, Messrs. Sandlin and McNulty met with representatives of UPT to again discuss a potential transaction. During the meeting, the Company provided UPT with detailed trailing twelve months of financial statements and EBITDA projections.

On May 4, 2023, Messrs. Sandlin, McNulty, J. Baker and T. Baker met with representatives of UPT during which UPT outlined interest in the Company and orally communicated a price in the range of approximately $55 to $60 million, which Mr. J. Baker informed UPT was too low.

On May 9, 2023, the Company issued its earnings release for its second fiscal quarter of 2023. The Company also held its quarterly Board meeting where Mr. Sandlin updated the Board on the discussion with UPT.

On May 18, 2023, UPT sent Messrs. Sandlin and T. Baker a written non-binding proposal for UPT to acquire all of the Company’s outstanding shares of common stock for $14.25 per share, to be paid in cash (representing a 47.8% premium to the $9.64 price per share of the Company common stock as of the close of trading on May 17, 2023) (the “May Proposal”).

On May 19 and 23, 2023, Messrs. Sandlin and McNulty met with representatives of UPT to discuss the May Proposal and clarify certain transaction assumptions.

On May 25, 2023, Messrs. Sandlin, McNulty, T. Baker and J. Baker met with representatives of UPT. The Company explained why the May Proposal was not in the acceptable valuation range and explained the reasoning therefore.

Thereafter, on June 5, 2023, UPT sent Messrs. Sandlin and T. Baker an updated written non-binding proposal for UPT to acquire all of the Company’s outstanding shares of common stock for $15.60 per share, to be paid in cash, representing a 76.3% premium to the $8.85 price per share of the Company common stock as of the close of trading on June 2, 2023.(the “June 5th Proposal”)

Following receipt of the June 5th Proposal, Mr. Sandlin instructed UPT that it needed to bring another $3 million in value to the proposal in order for it to be considered by the Board. Thereafter, on June 15, 2023, UPT sent Messrs. Sandlin and T. Baker an updated written non-binding proposal for UPT to acquire all of the Company’s outstanding shares of common stock for $16.26 per share, to be paid in cash, representing a 84% premium to the $8.86 price per share of the Company common stock as of the close of trading on June 14, 2023 (the “June 15th Proposal”).

On June 19, 2023, the Board met to consider the June 15th Proposal from UPT. At the meeting, the Board interviewed and engaged Foley & Lardner LLP (“Foley”) as the Board’s special counsel in connection with the evaluation of UPT ’s proposal and, if appropriate, the potential sale of the Company. Foley counseled the Board regarding the directors’ duties in connection with the potential sale of the Company, including their fiduciary duties to the Company’s shareholders. Foley explained that the Board had authority to “just say no” and remain a stand-alone company, even if the offer is at a substantial premium to the Company’s current trading price. Among other things, the Board discussed the various approaches to conducting a sale process, including auctions and “market checks,” where the Board gauges other potential buyers’ interests without conducting a formal bidding process. The Board concluded that the preferable strategy would be to conduct an active market check after entering into a binding merger agreement, as opposed to putting the Company up for auction or canvassing the market in advance of signing a merger agreement. The Board made this determination based on a number of factors, including, but not limited to, a reduced likelihood of leaks, a shortened and less disruptive process, and relative certainty of a successful outcome. The Board discussed the advantages and disadvantages of the June 15th Proposal. After review and discussion, the Board unanimously concluded that it likely represented the best value reasonably available to shareholders and that one-on-one negotiations with UPT with a post-signing market check was the best strategy to secure the most favorable transaction for the Company and its shareholders with the least uncertainty, risk and expense. The Board recognized the need to receive and evaluate the advice of an experienced investment banker before making any final decisions about the June 15th Proposal. After consideration and discussion with Foley, the Board decided a special transaction committee was not desirable because of the relatively small size of the Board, the lack of any Company

officer roles by the Board members, the directors’ lack of material conflicts of interest, and the alignment of the Board in maximizing stockholder value, particularly given the stock holdings of T. Baker and J. Baker. After discussion, the Board unanimously appointed T. Baker and J. Baker as the Board’s lead negotiators relating to the June 15th Proposal and other communications with UPT.

On June 25, 2023, representatives from the Scudder Law Firm, P.C. L.L.O. (“Scudder”), on behalf of UPT, spoke with representatives from Foley regarding the process and structure, including UPT’s need to obtain financing for the transaction and the Board’s desire for an affirmative post-signing go-shop market period and modest termination fee in the event a superior offer arises.

On July 3, 2023, T. Baker and J. Baker, as the Board’s lead negotiators, met with representatives from Foley to review three proposals from investment banking firms being considered to serve as the Board’s financial advisor in connection with a potential transaction.

On July 5, 2023, the Board met to review the three investment banker proposals and selected CS to serve as the Board’s financial advisor and, if appropriate, to render to the Board a fairness opinion and to assist the Company in conducting a post-signing “go-shop” market check. As part of the engagement decision, the Board considered CS’s qualifications, experience, size, reputation, cost and other factors, including that it did not have any prior business dealings with the Company, the Board or UPT that would preclude it from providing objective financial advice to the Board.

On July 14, 2023, representatives of Scudder, on behalf of UPT, sent a draft of the merger agreement to Foley, which, among other things, (1) did not include a “go-shop” period following the execution of the merger agreement and (2) did not include a Parent termination fee in the event that the merger agreement was terminated due to UPT’s inability to close (including their ability to secure the financing necessary to complete the transactions contemplated by the merger agreement).

On July 19, 2023 Messrs. Sandlin and McNulty met with representatives of Foley to review the draft merger agreement and discuss the process for responding to UPT’s draft merger agreement and some additional matters including, among other things, the need to include (1) a robust go-shop period in order to conduct a market check of the transaction and (2) a Parent termination fee in the event Parent was unable to close (including if it was unable to close due to the inability to obtain financing) in order to provide certainty of closing.

On July 24, 2023, Foley provided to J. Baker and T. Baker, as the Board’s lead negotiators, a preliminary revised draft of the merger agreement for their review and comment.

On July 27, 2023, Messrs. Sandlin and McNulty met with representatives of Foley to convey the comments and suggestions from J. Baker and T. Baker.

On July 28, 2023, Foley, on behalf of the Company, provided Scudder with a revised draft of the merger agreement, which, among other things, (1) added an affirmative “go-shop” period of 45 days, (2) proposed a Company termination fee in the amount of $1.0 million (unless terminated in response to a superior proposal received during the 45-day go-shop period, in which case the fee would be reduced to $500,000), and (3) added a Parent termination fee in the amount of $2.6 million (including a termination in the event Parent was unable to secure financing to close the transaction).

On August 1, 2023, Foley provided the Board with the Company’s revised draft of the merger agreement, which was marked to show changes from UPT’s initial draft, and a memorandum providing an overview of the directors’ fiduciary duties in connection with a sale of the Company, including the need to identify and explore potential alternatives and the directors’ right to rely on information, opinions and reports provided by management, legal counsel and financial advisors so long as the directors reasonably believe them to be reliable and important. Foley’s memorandum also addressed several revisions to UPT’s initial draft of the merger agreement made at the direction of J. Baker and T. Baker as the Board’s lead negotiators.

On August 3, 2023, the Company issued its earnings release for its second fiscal quarter of 2023. Also on August 3, 2023 the Board met with representatives of Foley and CS in attendance to receive an update regarding the negotiations with UPT and a briefing from CS, as the Board’s financial advisor, regarding its preliminary financial analysis of the Company and the merger consideration proposed by UPT. A representative of Foley briefed the Board regarding the directors’ fiduciary duties and special issues arising from a potential sale or change in control transaction. As part of the discussion, the Board reaffirmed its previous decision that the best strategy would be to

enter into a merger agreement after arm’s length negotiations with UPT with a post-signing “go-shop” market check, as opposed to putting the Company up for auction or canvassing the market in advance. The Board expressed concern that there might not be an acceptable buyer at the end of an auction process and that a pre-signing auction or market check would likely result in rumors in the marketplace that could substantially damage the Company’s relationship with its customers and employees and negatively affect shareholder return in the event a transaction was unable to be consummated. The Foley representatives reviewed the terms of the merger agreement with the Board and explained the revisions made to UPT’s initial draft made at the direction of J. Baker and T. Baker as the Board’s lead negotiators. A representative of CS addressed the Board regarding CS’s preliminary financial analyses with respect to the Company and the merger consideration proposed by UPT.

The Board discussed the challenges facing the petroleum transportation industry overall, including the impact of an increase in electric cars on overall gasoline demand. The Board also discussed the general belief that additional competitors would likely attempt to move into the Company’s market. The Board’s general, preliminary conclusion was that the proposed transaction with UPT would be advantageous to the shareholders.

On August 25, 2023, Scudder, on behalf of UPT, provided Foley with a revised draft of the merger agreement, which, among other things, (1) removed the affirmative “go-shop” period, (2) deleted and left blank the Parent and Company termination fee amounts; and (3) removed the Parent termination fee in the event Parent was unable to secure financing to close the transaction.

On August 29, 2023, Foley provided T. Baker and J. Baker, as the Board’s lead negotiators, with a suggested revised draft of the merger agreement and a written analysis of the issues presented by UPT’s revised draft.

On August 30, 2023, J. Baker and T. Baker, the Board’s lead negotiators, met with representatives of Foley to formulate the Board’s response to UPT’s most recent draft of the merger agreement.

On August 31, 2023, Foley, on behalf of the Company, provided Scudder with a revised draft of the merger agreement, which, among other things, (1) re-inserted an affirmative “go-shop” period of 45 days, (2) re-inserted a Parent termination fee in the event Parent was unable to secure financing to close the transaction, and (3) proposed a Company termination fee in the amount of $1.0 million and a Parent termination fee in the amount of $2.6 million.

On September 10, 2023, Scudder, on behalf of UPT, provided Foley with a revised draft of the merger agreement, which, among other things, (1) reduced the affirmative “go-shop” period from 45 days to 25 days; (2) proposed a Company termination fee in the amount of $2.0 million (unless terminated in response to a superior proposal which arises during the go-shop period, in which case the fee would be reduced to $1.0 million), and (3) proposed a Parent termination fee in the amount of $2.0 million (including a termination in the event Parent was unable to secure financing to close the transaction).

On September 14, 2023, the Board met with representatives of Foley to discuss UPT’s most recent revisions to the merger agreement. J. Baker and T. Baker updated the Board with respect to the progress of negotiations, including the issues related to the go-shop provision and the amount of the termination fee paid to Parent if Company desired to terminate the transaction upon a superior offer if another buyer emerged. A Foley representative discussed with the Board its fiduciary duties and the options available to the Board, including conducting an auction versus a pre-signing or post-signing market check. The Board discussed and expressed concern that at the end of a pre-signing market check, there may not be an acceptable buyer. Therefore, the Board wanted the certainty of a binding contractual agreement with a buyer before conducting a market check.

The Board discussed the reduced go-shop period reflected in the revised draft merger agreement from UPT and publicly available data regarding the length of go-shop periods in other transactions. The Board unanimously agreed to respond to UPT with a 35-day go-shop period, but authorized J. Baker and T. Baker, as lead negotiators, to compromise at a period of 30 days. The Board also discussed the changes to the termination fees reflected in the revised draft merger agreement from UPT, as well as publicly available data for termination fees in other transactions, provided by Foley. The Board determined that the Company should respond with a termination fee of approximately 3% of equity value, which would be approximately $1.86 million, for both the Company and Parent termination fee. The Board discussed that the Company termination fee does not include a separate expense reimbursement, which the Board considered favorable to the Company.

On September 16, 2023, Foley, on behalf of the Company, provided Scudder with a draft of the merger agreement, which, among other things, (1) increased the affirmative “go-shop” period from 25 days to 35 days; (2) proposed a Company termination fee in the amount of $1.86 million (unless terminated in response to a superior proposal which arises during the go-shop period, in which case the fee would be reduced to $930,000), and (3) proposed a Parent termination fee in the amount of $1.86 million.

On September 16, 2023, Scudder, on behalf of UPT, provided Foley with a draft of the irrevocable proxy and support agreement, which the parties expected to be signed by certain Company shareholders concurrently with the merger agreement.

On October 6, Foley provided Scudder with a revised draft of the irrevocable proxy and support agreement.

On October 9, 2023, representatives of Scudder and Foley discussed various aspects of the merger agreement and the process timeline generally.

On October 13, 2023, Scudder provided Foley with a revised draft of the merger agreement which, among other things, reduced the go-shop period to 30 days from 35 days.

On October 16, 2023, Foley provided Scudder with a list of issues related to the revised merger agreement and later that day representatives of Scudder and Foley discussed the issues. After the call, Scudder provided Foley with a revised draft of the merger agreement.

On October 17, 2023, Foley provided Scudder a revised draft of the merger agreement. Also on October 17, Scudder provided Foley a revised draft of irrevocable proxy and support agreement.

On October 18, 2023, a representative from Scudder sent Foley an email advising that Foley’s draft of the merger agreement was acceptable.

On October 20, 2023, the Board met with members of the senior management team, representatives from Foley, and representatives from CS in attendance, at the request of the Board to review and consider tentative approval of the merger agreement subject to the receipt of, among other things, Parent’s financing commitment and a final Board vote to approve the merger. At the Board’s request, Foley reviewed the Board’s fiduciary duties in connection with the potential sale of the Company. Among other things, Foley explained that the Board should consider all reasonable alternatives for maximizing shareholder value, including the option of rejecting the merger and remaining an independent, stand-alone company. Foley updated the Board regarding negotiations of the merger agreement, including the final go-shop period and amount of the break-up fee. At the request of the Board, representatives from CS reviewed its updated preliminary financial analyses with respect to the Company and the proposed merger consideration of $16.26 per share of Company common stock. The representatives from CS then left the meeting. A representative from Foley then reviewed the material terms of the merger agreement and again reviewed the Board’s fiduciary duties when considering the sale of the Company. The Board deliberated on the following factors: (1) the financial terms of the $16.26 per share merger price, including the premium to the Company’s recent and historical stock prices; (2) the potential value of strategic alternatives reasonably available to the Company, including the future challenges facing the Company as a stand-alone business; (3) the terms and conditions of the merger agreement; (4) the updated preliminary financial analyses of CS; and (5) the timing and likelihood of the consummation of the merger;. The Board also weighed the foregoing advantages and benefits against potentially negative factors, including the potential negative impact of interim restrictions on the Company’s conduct between signing and closing, and the risk of the merger not being consummated due to the inability of Parent to obtain financing and potential negative effects to the Company of failure to consummate the merger. Following such deliberations, the Board unanimously approved the merger agreement on a preliminary basis, subject to final Board approval.

On October 25, 2023, Foley provided Scudder with a final draft of the irrevocable proxy and support agreement, including a schedule of the beneficial ownership of Company common stock of the expected signatories to the agreement.

On October 31, 2023, Parent provided the Company with a commitment letter from BMO Bank N.A. to provide financing for Parent’s consummation of the merger.

On November 1, 2023, the Board met with representatives of CS and Foley and senior management in attendance at the request of the Board to consider final approval of the merger agreement. Foley reviewed the Board’s fiduciary duties, the terms of the merger agreement and the specific Board resolutions under consideration to approve the proposed transaction. At the request of the Board, a representative of CS reviewed with the Board its financial analyses with respect to the Company and the proposed merger consideration. Thereafter, at the request of the Board, CS rendered to the Board its oral opinion, which was subsequently confirmed in writing by delivery of CS’s written

opinion dated the same date, to the effect that, as of November 1, 2023, and based upon and subject to the assumptions made, procedures followed, conditions described, matters considered and qualifications and limitations on the scope of review undertaken by CS in rendering its opinion and as set forth in the written opinion, the merger consideration to be received by the holders of Company common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. After discussion of the value the proposed merger would bring to the Company shareholders compared to other strategic alternatives available to the Company, the Board unanimously approved the merger agreement.

On November 1, 2023, the Company and Parent executed and delivered the merger agreement and, prior to the open of trading in the Company’s stock on November 1, 2023, the Company issued a press release announcing the execution of the merger agreement, with the merger price representing a 111.7% premium to the $7.68 price per share of the Company common stock as of the close of trading on October 31, 2023. At no time prior to the execution of the merger agreement were there any discussions between Parent and its representatives, on the one hand, and the Company’s directors or officers, on the other hand, regarding individual post-transaction employment or retention arrangements or directorships, and none of Parent’s proposals made proposals with respect to management employment or retention following the merger or the purchase of or participation in the equity of the surviving corporation or its affiliates following the merger.

Following the execution and delivery of the merger agreement, representatives of CS contacted a group of 14 potential buyers and advised them of the Company’s entry into the merger agreement, go-shop provision, and the opportunity to receive further information upon execution of an acceptable confidentiality agreement. To date, one of these potential buyers has executed a confidentiality agreement and received access to a virtual data room. To date, no other potential buyers have contacted CS or the Company to request the opportunity to receive further information about the Company. To date, no potential buyer has made an offer to acquire the Company.

At the special meeting of the Board held on November 1, 2023, after careful consideration, including detailed discussions with the Company’s management and its legal and financial advisors, the Board unanimously:

In evaluating the transaction, the Board consulted with the Company’s management, as well as legal and financial advisors to the Company.

The Board considered various factors, discussed in more detail below, in making its determination and recommendation (which are not listed in any relative order of importance).

The Board considered the following additional factors as generally supporting its determination and recommendation, (which are not listed in any relative order of importance):

The Board weighed the foregoing advantages and benefits against the following potentially negative factors (which are not listed in any relative order of importance):

The Board believed that, overall, the potential benefits of the proposed transaction to the Company and the Company shareholders outweighed the risks, many of which are mentioned above. The Board realized, however, that there can be no assurance about future results, including results considered or expected as described in the factors listed above. The factors considered by the Board and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 17.

This discussion of the factors considered by the Board in approving the merger agreement and the merger and recommending that the Company shareholders approve the proposals at the special meeting described in this proxy statement includes the material factors considered by the Board, but it is not intended to be exhaustive and does not include all of the factors considered. In view of the variety of factors described above and the quality and amount of information considered, the Board did not find it practicable to quantify or otherwise assign relative weight to, and did not make any specific assessments of, the specific factors considered in reaching its determination. Individual members of the Board may have given different weights to different factors. The Board based its recommendation on the totality of the information presented, including its discussions with, and questioning of, the Company’s executive management and its financial advisors and outside legal counsel.

Given the subjective judgements and assumptions, which are subject to change, as well as the risks and uncertainties inherent in preparing financial projections, the Company does not as a matter of general practice publicly disclose detailed projections as to its anticipated financial position or results of operations, particularly over extended future periods. From time to time the Company may provide revenue, earnings per share or other projected financial information in its earnings press releases and other investor materials. These financial projections were made available to the Board and CS, who was authorized and directed to use and rely upon these financial projections for purposes of its financial analyses and opinion provided to the Board on November 1, 2023. In connection with Parent’s due diligence investigation, the Company made available to Parent portions of the financial projections. None of the financial projections were intended for public disclosure. A summary of the financial projections is included in this proxy statement only because the financial projections were made available to the Board and CS and because portions of the financial projections were also made available to Parent. The financial projections are not included in this proxy statement to influence any shareholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to the shares of Company common stock.

The financial projections are forward-looking statements. Important factors that may affect actual results and cause the financial projections not to be achieved include, but are not limited to, the risks and uncertainties described below and those described in the section entitled “Cautionary Statement Regarding Forward-Looking Information” beginning on page 17. Although the financial projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by the Company with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The financial projections reflect assumptions as to certain potential business decisions that are subject to change. Without limiting the generality of the foregoing, the financial projections include assumptions relating to the level of and changes in the freight market as a result of, among other things, freight demand and rates, wage and other inflation, driver availability for the Company and industry-wide, availability of third-party capacity, fuel costs, usage and surcharge revenue, insurance and claims frequency and costs and revenue equipment availability and cost. The financial projections cover several years and such information by its nature becomes less reliable with each successive year. The financial projections were prepared on a standalone basis without giving effect to the merger. Furthermore, the financial projections do not take into account the effect of any failure of the merger to be completed and should not be viewed as accurate or continuing in that context.

In the view of the Company’s management, the information in the financial projections was prepared on a reasonable basis and reflected the reasonable estimates and judgments available to the Company’s management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of future results. The financial projections reflect subjective judgments and assumptions in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the financial projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the financial projections, including, but not limited to, the Company’s performance, industry performance, general business and economic conditions, pandemics, the impact of an increase in electric cars on overall gasoline demand, changes in freight demand and rates, changes in driver availability and compensation, changes in fuel prices, the availability and prices of revenue equipment, the failure to achieve the Company’s cost containment goals, the impact of the announcement of the merger on the Company’s business and operating results, the occurrence of any circumstance or any other events that could give rise to the termination of the merger, or the failure to obtain Company shareholder approval or failure to satisfy any other conditions precedent to consummate the proposed transaction, risks that the pendency of the merger disrupts current ongoing business operations, risks of litigation and/or regulatory actions related to the merger, and other risks set forth in the Company’s reports filed with the SEC. There can be no assurance that the financial projections will be realized or that actual results will not be significantly higher or lower than forecasted. In addition, the financial projections will be affected by our ability to achieve strategic goals, objectives and targets over the applicable periods. The financial projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

The inclusion of the financial projections should not be regarded as an indication that the Company, CS, any of their respective affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the financial projections herein should not be deemed an admission or

representation by the Company that it views such financial projections as material information. No representation is made by the Company or any other person regarding the financial projections or the Company’s ultimate performance compared to such information. The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about the Company contained in its public filings with the SEC. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 72. In light of the foregoing factors, and the uncertainties inherent in the financial projections, the Company’s shareholders are cautioned not to place undue reliance on the financial projections.

The financial projections included in this document have been prepared by, and are solely the responsibility of, the Company’s management. Neither the Company’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the financial projections, nor have they or CS expressed any opinion or any other form of assurance on the financial projections, the assumptions on which they were based or their achievability.

Some of the financial projections are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The financial projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws.

WE DO NOT INTEND TO UPDATE OR OTHERWISE REVISE THE FINANCIAL PROJECTIONS OR THE SPECIFIC PORTIONS PRESENTED TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

In connection with the merger, the Board selected Cassel Salpeter & Co., LLC (“CS”) to act as its financial advisor. As part of this engagement, the Board requested that CS render to it an opinion as to the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders stock in the merger pursuant to the merger agreement. At a meeting of the Board held on November 1, 2023, CS rendered to the Board its oral opinion, which was subsequently confirmed in writing by delivery of CS’s written opinion dated the same date, to the effect that, as of November 1, 2023, and based upon and subject to the assumptions made, procedures followed, conditions described, matters considered and qualifications and limitations on the scope of review undertaken by CS in rendering its opinion and as set forth in the written opinion, the merger consideration to be received by the holders of Company common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The summary of CS’s opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex B to this proxy statement sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by CS in preparing its opinion. However, neither CS’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be or constitutes advice or a recommendation to any security holder as to how such security holder should act or vote with respect to any matter relating to

the proposed merger or otherwise. The opinion was addressed to the Board for the use and benefit of the members of the Board (in their capacities as such) in connection with the Board’s evaluation of the merger. CS’s opinion was just one of the several factors the Board took into account in making its determination to approve the merger.

CS’s opinion only addressed whether, as of the date of the opinion, the merger consideration to be received by the holders of Company common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders and did not address any other terms, aspects, or implications of the merger, the merger agreement or any related transaction or agreement, including, without limitation, (i)any term or aspect of the merger not susceptible to financial analyses, (ii)any term, aspect or implication of the support agreements to be entered into by certain shareholders of the Company pursuant to which such shareholders would appoint a proxy holder to vote all of the shares of Company common stock owned by them in favor of the approval and adoption of the merger agreement and the merger, (iii)the fairness of the merger, or all or any portion of the merger consideration, to any other security holders of the Company or any other person or any creditors or other constituencies of the Company or any other person, nor (iv)the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the merger, or any class of such persons, relative to the merger consideration to be received by the holders of Company common stock in the merger pursuant to the merger agreement, or otherwise. CS did not express any view or opinion as to the prices at which shares of Company common stock or any other security of the Company may trade or be purchased or sold at any time.

CS’s opinion did not address the relative merits of the merger as compared to any alternative transaction or business strategy that may have existed for the Company, or the merits of the underlying decision by the Board or the Company to engage in or consummate the merger. The financial and other terms of the merger were determined pursuant to negotiations between the parties to the merger agreement and were not determined by or pursuant to any recommendation from CS. Prior to the execution of the merger agreement, CS was not requested to, and did not, (a) solicit indications of interest from third parties regarding a potential transaction involving the Company, (b) initiate or participate in any discussions or negotiations with third parties with respect to the merger, the securities, assets, businesses or operations of the Company or any other party, or any alternatives to the merger, (c) negotiate the terms of the merger, or (d) advise the Board, the Company or any other party with respect to alternatives to the merger. CS was authorized in accordance with the merger agreement to solicit third party indications of interest in acquiring the Company for a prescribed period following the execution of the merger agreement, subject to the terms, conditions and procedures set forth in the merger agreement.

CS’s analyses and opinion were necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, CS did not assume any obligation to update, review, or reaffirm its opinion to the Board or any other person or otherwise to comment on or consider events occurring or coming to CS’s attention after the date of the opinion.

In arriving at its opinion, CS made such reviews, analyses, and inquiries as CS deemed necessary and appropriate under the circumstances. Among other things, CS:

In arriving at its opinion, CS, with the Board’s consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to it or available from public sources, and CS further relied upon the assurances of the Company’s management that they were not aware of any facts or circumstances that would have made any such information inaccurate or misleading. CS is not a legal, tax, accounting, environmental or regulatory advisor, and CS did not express any views or opinions as to any legal, tax, accounting, environmental or regulatory matters relating to the Company, the merger or otherwise. CS understood and assumed that the Company had or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals, that such advice was or would be sound and reasonable and that the Board and the Company had acted or would act in accordance with such advice. CS assumed at the Board’s direction that the Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company with respect to the future financial performance of the Company, and CS assumed at the Board’s direction that the Projections provided a reasonable basis upon which to analyze and evaluate the Company and form an opinion. At the Board’s direction, CS used and relied upon the Projections for purposes of its analyses and opinion. CS expressed no view or opinion with respect to the Projections or the assumptions on which they were based. CS did not evaluate the solvency or creditworthiness of the Company, Parent or any other party to the merger, the fair value of the Company or any of its assets or liabilities, or whether the Company, Parent or any other party to the merger is paying or receiving reasonably equivalent value in the merger under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did CS evaluate, in any way, the ability of the Company, Parent or any other party to the merger to pay its obligations when they come due. CS did not physically inspect the Company’s properties or facilities and did not make or obtain any evaluations or appraisals of the Company’s assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities). CS did not attempt to confirm whether the Company had good title to its assets. CS’s role in reviewing any information was limited solely to performing such reviews as it deemed necessary to support its own advice and analysis and was not on behalf of the Board, the Company, or any other party.

CS assumed, with the Board’s consent, that the merger would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the merger, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on the Company or the merger. CS also assumed, with the Board’s consent, that the final executed form of the merger agreement would not differ in any material respect from the execution copy CS reviewed and that the merger would be consummated on the terms set forth in the merger agreement, without waiver, modification, or amendment of any term, condition, or agreement thereof material to CS’s analyses or opinion. CS also assumed that the representations and warranties of the parties to the merger agreement contained therein were true and correct and that each such party would perform all of the covenants and agreements to be performed by it under the merger agreement. CS offered no opinion as to the contractual terms of the merger agreement or the likelihood that the conditions to the consummation of the merger set forth in the merger agreement would be satisfied.

In connection with preparing its opinion, CS performed a variety of financial analyses. The following is a summary of the material financial analyses performed by CS in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither CS’s opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, CS assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, CS did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, CS believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by CS in preparing the opinion.

The multiple ranges and implied value reference ranges indicated by CS’s analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, CS’s analyses are inherently subject to substantial uncertainty.

The following summary of the material financial analyses performed by CS in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses CS performed.

For purposes of its analyses, CS reviewed a number of financial metrics, including the following:

Unless the context indicates otherwise, (1) share prices for the selected companies used in the selected companies analysis described below were as of October 31, 2023, (2) the relevant values for the selected transactions analysis described below were calculated on an enterprise value basis based on the consideration proposed to be paid in the selected transactions, (3) estimates of future financial performance of the Company were based on the Projections, and (4)estimates of financial performance for the selected companies listed below were based on publicly available research analyst estimates for those companies.

CS performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate using the Projections. In performing this analysis, CS applied a range of discount rates of 12.5% to 13.5%, taking into account CS’s professional judgment and experience and an estimate of the Company’s weighted average cost of capital, and perpetual growth rates of 2.75% to 3.25%, which were selected based on CS’s professional judgment and experience. This resulted in an implied enterprise value reference range for the Company of approximately $37,189,000 to $42,701,000. After adjusting such implied enterprise value reference range for non-operating assets of $463,000, cash of approximately $7,753,000 with no outstanding debt, 750,293 options, with a weighted average exercise price of $7.44, 257,009 SARs, with a weighted average exercise price of $8.66, and approximately 3,526,000 shares of Company common stock, in each case as of September 30, 2023 and as provided by Company management, the discounted cash flow analysis indicated an implied value reference range of $11.74 to $12.95 per share of Company common stock, as compared to the merger consideration of $16.26 per share of Company common stock.

CS considered certain financial data for the Company and selected companies with publicly traded equity securities which were deemed relevant based on CS’s professional judgment and experience. The financial data reviewed for the selected companies included Enterprise Value as a multiple of EBITDA for the latest twelve months, or “LTM EBITDA”; Enterprise Value as a multiple of estimated EBITDA for the year ending December 31, 2023, or “2023 E EBITDA”; and Enterprise Value as a multiple of estimated EBITDA for the year ending December 31, 2024, or “2024 E EBITDA.” The selected companies with publicly traded equity securities and corresponding financial data were:

Taking into account the results of the selected companies analysis, CS applied multiples, which were selected based on CS’s professional judgment and experience, of 5.0x to 6.0x to the Company’s estimated EBITDA for the fiscal year ending September 30, 2023, 4.5x to 5.5x to the Company’s estimated EBITDA for the fiscal year ending September 30, 2024, and 3.0x to 4.0x to the Company’s estimated EBITDA for the fiscal year ending September 30, 2025, which indicated an implied value reference range of $13.92 to $16.48 per share of Company common stock, as compared to the merger consideration of $16.26 per share of Company common stock.

None of the selected companies have characteristics identical to the Company. In evaluating the selected companies, CS made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. An analysis of selected publicly traded companies is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

CS considered certain financial data for the Company and the financial terms of the following business transactions CS deemed relevant in its professional judgment and experience. The financial data reviewed included Enterprise Value as a multiple of LTM EBITDA. The selected transactions and corresponding financial data were:

Taking into account the results of the selected transactions analysis, CS applied multiples of 5.0x to 6.0x to the Company’s estimated EBITDA for the fiscal year ending September 30, 2023, which indicated an implied value reference range of $13.81 to $15.86 per share of Company common stock, as compared to the merger consideration of $16.26 per share of Company common stock.

None of the target companies or transactions in the selected transactions have characteristics identical to the Company or the proposed merger. In evaluating the selected transactions, CS made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an analysis of selected business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.

During the two-year period prior to the date of its written opinion, CS and its affiliates were not engaged to provide financial advisory or other services to the Company and did not receive compensation from the Company during such period, other than the engagement and fees described below. In addition, during the two-year period prior to the date of its written opinion, CS and its affiliates have not been engaged to provide financial advisory or other services to Parent and have not received any compensation from Parent during such period. CS may provide financial advisory or other services to the Company and Parent in the future, and in connection with any such services CS may receive compensation.

The Board selected CS as its financial advisor based on CS’s qualifications, experience and reputation. As part of its investment banking business, CS regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements and other purposes. CS is a recognized investment banking firm that has substantial experience in providing financial advice in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. CS became entitled to receive a fee of $375,000 for rendering its opinion, no portion of which is contingent upon the completion of the merger or upon any conclusions set forth in the CS opinion. In addition, the Company agreed to reimburse CS for certain expenses incurred by it in connection with its engagement and to indemnify CS and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. In accordance with CS’s policies and procedures, a fairness committee was not required to, and did not, approve the issuance of the opinion.

Members of the Board and our executive officers have various interests in the merger described in this section that may be in addition to, or different from, the interests of the Company shareholders generally. You should keep this in mind when considering the recommendation of the Board for the adoption of the merger agreement. The members of the Board were aware of these interests and considered them at the time they approved the merger agreement and in making their recommendation that the Company shareholders adopt the merger agreement. These interests are described below and in the section entitled “The Agreement and Plan of Merger-Treatment of Company Equity Awards” beginning on page 53.

Except as otherwise specifically noted, for purposes of quantifying the potential payment and benefits described in this section, the following assumptions, as well as those described in the section entitled “ -Golden Parachute Compensation” below, were used:

The merger agreement provides that, at the effective time:

The merger agreement provides that, at the effective time:

The following table sets forth for each of the Company’s executive officers and non-employee directors, (1) the number of shares of the Company common stock directly held, (2) the number of shares of the Company common stock subject to Company stock options which all have a per-share exercise price less than the merger consideration, and (3) the number of SARs, assuming the assumptions set forth above in “- Certain Assumptions,” the following and such additional assumptions set forth in the footnotes to the table:

Each of Messrs. Sandlin, McNulty, and Klopfenstein (collectively, the “named executive officers” and each a “named executive officer”) have Change in Control/Severance Agreements (each, a “Severance Agreement”) with the Company. The agreements include “double trigger” severance provisions that will pay certain severance and COBRA benefits to the named executive officers, under certain circumstances, if they are terminated upon or during the two years following a change in control of the Company or a sale of Florida Rock & Tank Lines, Inc., a wholly owned subsidiary of the Company. The agreements provide that each named executive officer will be entitled to receive an amount equal to two times his annual base salary plus maximum bonus if, (a) the buyer does not offer the executive a position comparable to his current position with no less favorable compensation or (b) during the two years after a change in control or sale of Florida Rock & Tank Lines, Inc. his employment is terminated other than for “good cause” or he resigns for “good reason”; provided, however, that such severance payment will be reduced by 4.1667% for each month that such named executive officer is employed by the Company or a purchaser after the closing of a change in control. In the event of such a termination, the agreements provide for COBRA reimbursements for up to one year equal to the difference between the monthly cost of COBRA and the amount such named executive officer paid for insurance coverage under the Company’s health insurance plan prior to the termination. In addition, the agreements provide that the named executive officers will become fully vested in their respective stock options upon a change in control. The award agreement for Mr. Sandlin’s SARs provides that the SARs will become fully vested upon a change in control.

Pursuant to the merger agreement, if the effective time occurs prior to the payment of any outstanding amounts under any 2023 cash-based short-term bonus plan, then Parent will pay such bonuses to continuing employees, including the named executive officers, the amount actually earned, based on performance criteria, at such times as the Company would have customarily made such bonus payments. If any continuing employee is terminated without cause by the Company after the consummation of the merger, but prior to the payment of any outstanding amount under any applicable 2023 cash-based short-term bonus plan, Parent will pay to such terminated employees the amount actually earned, based on performance criteria, at such times as the Company would have customarily made such bonus payments.

In accordance with Item 402(t) of Regulation S-K, the tables below (and the accompanying footnotes) present the estimated amounts of compensation that each of the Company’s named executive officers could receive that are based on or otherwise relate to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to the Company’s named executive officers. This merger-related compensation is subject to a non-binding advisory vote of the Company shareholders, as set forth in proposal 2 to this proxy statement. For additional information, see the section entitled “Proposal 2: Non-Binding Compensation Advisory Proposal,” beginning on page 25.

The amounts set forth below are estimates of the amounts that would be payable to the Company’s named executive officers using the assumptions described under “-Certain Assumptions” above. These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available, and as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.

If the proposal to adopt the merger agreement is approved by the holders of a majority of the issued and outstanding shares of Company common stock entitled to vote on such matter and the other conditions to the closing of the merger are either satisfied or (to the extent permitted by applicable law) waived, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

Following the merger, all of the Company’s equity interests will be beneficially owned by Parent, and none of the Company’s current shareholders will, by virtue of the merger, have any ownership interest in, or be a shareholder of, the Company, the surviving corporation or Parent after the completion of the merger. As a result, the Company’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Company common stock. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

At the effective time, each share of the Company common stock that is issued and outstanding immediately prior to the effective time (other than the excluded shares) will be automatically cancelled and cease to exist and each holder of such shares will be entitled to receive $16.26 per share, in cash, without interest, subject to any applicable withholding taxes.

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the sections entitled “-Interests of Directors and Executive Officers in the Merger,” beginning on page 42, and “The Agreement and Plan of Merger-Treatment of Company Equity Awards,” beginning on page 53.

The Company common stock is currently registered under the Exchange Act and trades on the NASDAQ under the symbol “PATI”. Following the completion of the merger, shares of Company common stock will no longer be traded on the NASDAQ or any other public market. In addition, the registration of shares of Company common stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to Company common stock.

If the proposal to adopt the merger agreement does not receive the required approval from the Company shareholders, or if the merger is not completed for any other reason, you will not receive any consideration from Parent or Merger Sub for your shares of Company common stock. Instead, the Company will remain a public company and Company common stock will continue to be (i) registered under the Exchange Act and (ii) listed and traded on the NASDAQ. We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of shares of Company common stock will continue to be subject to the same risks and opportunities as they currently are subject to with respect to their ownership of Company common stock. If the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of Company common stock reflects a market assumption that the merger will be completed. If the proposal to adopt the merger agreement is not approved by the holders of a majority of the outstanding shares of Company common stock entitled to vote on such matter or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the merger agreement under certain circumstances, the Company would be obligated to pay Parent the Company termination fee of up to $1.86 million. For additional information, see the section entitled “The Agreement and Plan of Merger-Company Termination Fee,” beginning on page 0.

Parent has entered into a debt commitment letter, dated as of October 31, 2023 (as may be amended from time to time, the “debt commitment letter”), with BMO Bank, N.A. (the “debt commitment party”). Pursuant to and subject to the terms and conditions of the debt commitment letter, the debt commitment party committed to (i) a senior revolving credit facility in the principal amount of up to $40,000,000 (the “Revolving Credit Facility”) and (ii) a senior term loan bridge facility (the “Bridge Facility”) in the principal amount of up to $17,600,000 (the “Bridge Facility”, and together with the Revolving Credit Facility, the “debt financing”).

The proceeds of the debt financing will be applied in part, together with, at the option of Parent, cash on hand at Parent and its subsidiaries, to (i) fund the consummation of the transactions contemplated by the merger agreement, including the payment of the aggregate merger consideration; and (ii) provide for the working capital needs and other general corporate purposes of Parent, the Company, and certain of their subsidiaries.

The debt commitment letter terminates automatically on the earliest to occur of (i) prior to consummation of the merger, the valid termination of the merger agreement in accordance with its terms, (ii) the consummation of the merger without the use of the debt financing and (iii) May 31, 2024. To the knowledge of the Company, as of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made as a result of the debt financing described in this proxy statement not being available.

In the event the merger agreement is terminated due to the failure of Parent to obtain the debt financing, the Parent would be obligated to pay Company a termination fee of up to $1.86 million. For additional information, see the section entitled “The Agreement and Plan of Merger - Termination Fees,” beginning on page 67.

The following discussion is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders and non-U.S. holders (each as defined below) of Company common stock who receive cash in exchange for shares of Company common stock pursuant to the merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the merger. The tax consequences of the merger under U.S. federal tax laws other than those pertaining to income tax, such as estate and gift tax laws, the Medicare tax on net investment income and any applicable state, local and non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this discussion. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any rulings from the IRS with respect to the statements made and the conclusions described in the following discussion. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the merger.

This discussion is limited to holders of shares of Company common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of Company common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding shares of Company common stock and partners in such partnerships should consult their tax advisors regarding the tax consequences of the merger to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF COMPANY COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of Company common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

The receipt of cash by a U.S. holder in exchange for shares of Company common stock in the merger generally will be a taxable transaction for U.S. federal income tax purposes. The amount of any taxable gain or loss recognized by a U.S. holder who receives cash for shares of Company common stock in the merger generally will equal the difference, if any, between the amount of cash received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in a share generally will be equal to the amount the U.S. holder paid for such share. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of Company common stock (that is, shares acquired at the same cost in a single transaction) exchanged for cash in the merger. If a U.S. holder acquired different blocks of shares of Company common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of Company common stock that it holds. Any gain or loss recognized by a U.S. holder upon the receipt of cash in exchange for a share of Company common stock in the merger generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the effective time. Otherwise, such gain or loss will be short-term capital gain or loss which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at a preferential rate. The deductibility of capital losses is subject to limitations.

Payments made to a U.S. holder in exchange for shares of Company common stock pursuant to the merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). Such payments will not be subject backup withholding if the U.S. holder (i) completes and returns to the paying agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that the U.S. holder is a United States person, the taxpayer identification number provided is correct and that the U.S. holder is not subject to backup withholding or (ii) otherwise establishes an exemption. Certain holders (including corporations) are not subject to backup withholding or information reporting.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. The IRS may impose a penalty upon any taxpayer that fails to provide the correct taxpayer identification number.

U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of Company common stock that is neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of Company common stock in the merger unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on the gain realized on the receipt of cash in exchange for shares of Company common stock in the merger, which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, although there can be no assurances in this regard and the Company has not made a definitive determination, the Company believes that it is not currently a USRPHC and has not been a USRPHC during the five-year period ending on the date of the merger. Even if the Company is or was a USRPHC during the five-year period ending on the date of the merger, gain realized by a non-U.S. holder on the receipt of cash in exchange for shares of Company common stock in the merger will not be subject to U.S. federal income tax if Company common stock is regularly traded on an established securities market, such as NASDAQ, during the calendar year in which the merger occurs and such non-U.S. holder owned (actually or constructively) five percent or less of the total fair market value of the outstanding shares of Company common stock during the applicable period.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to non-U.S. holders in exchange for shares of Company common stock pursuant to the merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). A non-U.S. holder generally will not be subject to information reporting and backup withholding if the non-U.S. holder (i) provides the

paying agent with a properly executed IRS Form W-8BEN, W-8BEN-E or W-8ECI (or successor form), as the case may be, certifying under penalties of perjury the holder’s non-U.S. status (and the paying agent does not have actual knowledge or reason to know that the holder is a United States person) or (ii) otherwise establishes an exemption.

Copies of information returns that are filed with the IRS may be made available under the provisions of an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

The discussion above of material U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the merger. This summary is for general information purposes only and is not tax or legal advice. Because individual circumstances may differ, each holder should consult their tax advisor regarding the applicability of the rules discussed above to the holder and the particular tax effects to the holder of the merger in light of such holder’s particular circumstances, including the tax consequences arising under the U.S. federal estate or gift tax rules, from the Medicare tax on net investment income or through the application of any state, local or non-U.S. tax laws or any applicable income tax treaty.

Lawsuits may be filed against the Company, the Board or the Company’s officers in connection with the merger, which could prevent or delay completion of the merger and result in substantial costs to the Company, including any costs associated with indemnification. As of the date of the preliminary version of this proxy statement, no such lawsuits have been filed.

The summary of the material provisions of the merger agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety.

The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the Company, the Parent or Merger Sub or their respective businesses. Such information can be found elsewhere in this proxy statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov, For additional information, see the section entitled “Where You Can Find More Information,” beginning on page 72.

The representations, warranties and covenants made in the merger agreement by and among the Company, the Parent and Merger Sub are qualified and subject to important limitations agreed to by the Company, the Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement and were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by the Company, which disclosures are not reflected in the merger agreement. The representations and warranties in the merger agreement will not survive completion of the merger. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may or may not have been included in the Company’s periodic and current reports, this proxy statement and other documents filed with the SEC. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference in this proxy statement.

The merger agreement was executed by the Company, the Parent and Merger Sub on November 1, 2023 (the “date of the merger agreement”).

Upon the terms and subject to the conditions set forth in the merger agreement, and in accordance with the Florida Business Corporation Act, at the effective time, Merger Sub, a direct wholly owned subsidiary of Parent and a party to the merger agreement, will be merged with and into the Company. As a result of the merger, the separate corporate existence of Merger Sub will cease, and the Company will be the surviving company in the merger and will continue its corporate existence as a wholly owned subsidiary of Parent.

The articles of incorporation of the surviving corporation will be amended at the effective time to read in the form of Exhibit A to the merger agreement and, as so amended, will be the articles of incorporation of the surviving corporation until thereafter changed or amended as provided therein or by law. The bylaws of Merger Sub, as in effect immediately prior to the effective time, will be the bylaws of the surviving corporation until thereafter changed or amended as provided therein or by law.

The directors of Merger Sub immediately prior to the effective time will become the initial directors of the surviving corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company immediately prior to the effective time or such other individuals designated by Parent will be the initial officers of the surviving corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

The closing of the merger will occur at 8:00 a.m., Central Time, on the third business day following the date on which each of the conditions to the merger is satisfied or, to the extent permitted by law, waived (other than those conditions that by their nature are to be satisfied only on the closing date, but subject to the fulfillment or waiver of those conditions on the closing date). See the section entitled “ -Conditions to Consummation of the Merger,” beginning on page 65, for further discussion of the conditions to the closing of the merger.

The merger will become effective at such time as the articles of merger are duly filed with the Secretary of State of the State of Florida, or at such other time as Parent and the Company agree and specify in the articles of merger.

Parent and the Company currently expect to complete the merger by the end of 2023 or early 2024, subject to receipt of the Company shareholder approval and the satisfaction or waiver of the other conditions to the closing of the merger.

The merger agreement provides that, at the effective time, each issued and outstanding share of Company common stock (other than the excluded shares) will be cancelled and automatically converted into the right to receive $16.26, in cash (the “merger consideration”), without interest and subject to any applicable withholding taxes.

At or prior to the effective time, Parent will designate a nationally recognized bank or trust company to act as the paying agent for purposes of effecting the payment of the merger consideration in connection with the transactions contemplated by the merger agreement. Parent shall pay, or cause to be paid, the fees and expenses of the paying agent. At or prior to the effective time, Parent shall deposit, or cause to be deposited, with the paying agent the aggregate merger consideration to which holders of Shares shall be entitled at the effective time. In the event such deposited funds are insufficient to make the payments for the purposes of effecting the payment of the merger consideration, Parent will promptly deposit, or cause to be deposited, with the paying agent additional funds to ensure that the paying agent has sufficient funds to make such payments.

As soon as practicable after the effective time (and in no event later than the third business day following the effective time), the surviving corporation will cause the paying agent to mail to each person that was, immediately prior to the effective time, a holder of record of Shares represented by a stock certificate, which Shares were converted into the right to receive the merger consideration at the effective time, a letter of transmittal, together with instructions for effecting the surrender of the stock certificates (or affidavits of loss in lieu of the certificates) in exchange for payment of the merger consideration. Upon surrender of a stock certificate (or affidavit of loss) to the paying agent together with delivery of an executed letter of transmittal, with respect to such stock certificate, the paying agent will transmit to the holder of such stock certificates the merger consideration for each Share formerly represented by such stock certificates (subject to any applicable tax withholding), and any such stock certificate so surrendered shall be cancelled.

As soon as practicable after the effective time (and in no event later than the third business day following the effective time), the surviving corporation will cause the paying agent to mail to each person that was, immediately prior to the effective time, a holder of book-entry Shares not held through The Depository Trust Company, which book-entry Shares were converted into the right to receive the merger consideration at the effective time, a letter of transmittal, together with instructions for returning such letter of transmittal in exchange for payment of the merger consideration. Upon delivery of an executed letter of transmittal, in accordance with the terms of such letter of transmittal, the paying agent will transmit to the holder of such book-entry Shares the merger consideration for such book-entry Shares (subject to any applicable tax withholding), and any such book-entry Shares so surrendered shall be cancelled.

Each holder of record of one or more book-entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the merger consideration shall automatically upon the effective time be entitled to receive, and Parent shall cause the paying agent to pay and deliver to The Depository Trust Company or its nominee as promptly as practicable after the effective time, in respect of each such book-entry Share, a cash amount in immediately available funds equal to the merger consideration (without interest and subject to applicable withholding taxes), and such book-entry Shares will be cancelled.

At the effective time, the stock transfer books of the Company will be closed and thereafter there will be no further registration of transfers of Shares on the records of the Company. From and after the effective time, the holders of

stock certificates and book-entry Shares outstanding immediately prior to the effective time will cease to have any rights with respect to such Shares except as otherwise provided for in the merger agreement or by applicable law. If, after the effective time, stock certificates are presented to the surviving corporation for any reason, they will be cancelled and exchanged as provided in the merger agreement.

If any cash deposited with the paying agent remains unclaimed by the holders of stock certificates or book-entry Shares on the first anniversary of the effective time, such cash will be returned to the surviving corporation and any holder of Shares who has not tendered its stock certificates or book-entry Shares for the merger consideration prior to such time shall thereafter look only to Parent and the surviving corporation for the delivery of the merger consideration (without any interest and subject to applicable withholding taxes, abandoned property, escheat or other similar laws). Any merger consideration remaining unclaimed by the holders of stock certificates or book-entry Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the surviving corporation, free and clear of any claim or interest of any person previously entitled thereto. Parent, Merger Sub, the surviving corporation, and the paying agent will not be liable to any holder of a stock certificate or book-entry Shares for merger consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the merger consideration made available to the paying agent to pay for Shares for which appraisal rights have been perfected will be returned to the surviving corporation, upon demand.

In the event that any stock certificates shall have been lost, stolen or destroyed, the paying agent will issue in exchange for such lost, stolen or destroyed stock certificates, upon the making of an affidavit of that fact by the person claiming such stock certificate is lost, stolen or destroyed, the merger consideration. Parent may, in its reasonable discretion and as a condition precedent to the payment of such merger consideration, require the owners of such lost, stolen or destroyed stock certificates to deliver a bond in a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the surviving corporation or the paying agent with respect to the stock certificates alleged to have been lost, stolen or destroyed.

If any of your Company common stock certificates have been lost, stolen or destroyed, you will have to provide an affidavit of that fact and, if required by Parent or the paying agent, post a bond in customary amount as indemnity against any claim that may be made against Parent, the paying agent or the surviving corporation with respect to such Company common stock certificates. Upon the provision of such affidavit and the posting of such bond, the paying agent will pay you the applicable merger consideration in exchange for your lost, stolen or destroyed Company common stock certificates.

The merger agreement provides that, at the effective time:

The merger agreement provides that, at the effective time:

Parent will cause the surviving corporation to make any payments required to be made in respect of the Company equity awards (subject to any tax withholding), simultaneously with or immediately following the effective time, but in no event later than five business days following the effective time, through the payroll systems of the surviving corporation. However, to the extent any payment in respect of the Company equity awards would relate to nonqualified deferred compensation subject to Section 409A of the Code, such payment will be made as promptly as practicable following the earliest time permitted under the applicable Company equity plan that would not trigger a tax or penalty under Section 409A of the Code.

Under Section 607.1302 of the Florida Business Corporation Act, appraisal rights will not be available to Company shareholders in connection with the merger.

If, between the date of the merger agreement and the effective time, the outstanding shares of Company common stock (or securities convertible or exchangeable into or exercisable for shares of Company common stock) are changed into a different number or class of shares by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend thereon, then the merger consideration will be appropriately and equitably adjusted, without duplication.

In the merger agreement, the Company has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the confidential disclosure schedules to the merger agreement. These representations and warranties relate to, among other things:

Some of the representations and warranties in the merger agreement are qualified by the knowledge of certain specified officers and members of senior management or a “materiality” or “material adverse effect” standard or by reference to a “Company Material Adverse Effect.” For purposes of the merger agreement, a “Company Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, (a) would or would reasonably be expected to prevent or materially delay, interfere with, impair or hinder the consummation by the Company of the merger or the transactions contemplated by the merger agreement or the compliance by the Company with its obligations under the merger agreement or (b) has or would reasonably be expected to have a material adverse effect on the business, results of operations, assets or financial condition of the Company or its subsidiaries, taken as a whole, except that the definition of Company Material Adverse Effect excludes from clause (b) any change, effect, event, occurrence, state of facts or development attributable to:

Any change referred to in the foregoing clauses (ii), (v), (vi), (vii) or (viii) may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect to the extent such change has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other participants in the industry or jurisdiction in which the Company and its subsidiaries operate (in which case only such incremental disproportionate adverse effect may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect).

Subject to certain limited exceptions such as in the case of fraud, none of the representations and warranties in the merger agreement will survive the completion of the merger.

Certain covenants in the merger agreement restrict the conduct of the Company’s and its subsidiaries’ business between the date of the merger agreement and the effective time. Except (i) as expressly contemplated by the merger agreement, (ii) as required by applicable law, (iii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (iv) for actions the Company reasonably believes is necessary or prudent for the Company or any of its subsidiaries to take or abstain from taking, to preserve and protect their businesses and assets, or the health and safety of natural persons, solely in connection with COVID-19, or (v) as set forth on the confidential disclosures schedules to the merger agreement, (x) the Company shall, and shall cause its subsidiaries to, use reasonable best efforts to (A) conduct its operations in the ordinary course of business and (B) preserve the goodwill and organization of the Company and its subsidiaries and the Company’s and its subsidiaries’ relationships with lenders, customers, suppliers, vendors, officers, employees, consultants and other persons having business relations with the Company and its subsidiaries and (y) the Company shall not, and shall cause its subsidiaries not to:

During the Go-Shop Period, the Company and its representatives have the right to (a) solicit, initiate, induce or encourage any acquisition proposals (as defined below), or facilitate the making, submission or announcement of one or more acquisition proposals, or encourage, facilitate or assist, any proposal, inquiry or offer that could reasonably be expected to lead to an acquisition proposal, including by furnishing non-public information relating to the Company or by affording access to the Company’s business, properties, assets, books, records or other non-public information, or to the personnel, in each case subject to the entry into a confidentiality agreement; (b) enter into, participate in or engage in discussions or negotiations with respect to an acquisition proposal or any proposal that could reasonably be expected to lead to an acquisition proposal; and (c) otherwise cooperate with, assist, participate in or facilitate any acquisition proposal or any proposal that could reasonably be expected to lead to an acquisition proposal.

From and after the No-Shop Period Start Date until the earlier of the closing date and the termination of the merger agreement in accordance with its terms, the Company has agreed not to, and to cause its subsidiaries not to, instruct, authorize or knowingly permit any of their officers and directors or any of their other representatives to, directly or indirectly:

Notwithstanding the foregoing, if prior to the receipt of the Company shareholder approval, (i) the Company has received an acquisition proposal from a third party, (ii) such acquisition proposal was not the result of any material breach of the non-solicitation restrictions set forth in the merger agreement and (iii) the Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that such acquisition proposal either (A) constitutes a superior proposal (as defined below) or would be reasonably likely to lead to a superior proposal, and (B) the failure to discuss such acquisition proposal would be reasonably likely to be inconsistent with the Board’s fiduciary duties under applicable law, the Company may, directly or indirectly, (x) contact the third party who submitted such acquisition proposal to clarify any ambiguous terms and conditions to determine whether the acquisition proposal constitutes or would reasonably be likely to lead to a superior proposal and (y) participate or engage in discussions or negotiations with, furnish non-public information relating to the Company and its subsidiaries, or afford access to non-public information, or to any personnel, of the Company or its subsidiaries pursuant to a confidentiality agreement that is not materially less favorable to the Company than its confidentiality agreement with Parent, to any third party or its representatives that has made or delivered to the Company such acquisition proposal. The Company must provide to Parent and its representatives any non-public information that is provided to any third party or its representatives if such information was not previously made available to Parent prior to or substantially concurrently to the time it is provided to such third party.

Subject to certain limited exceptions, neither our Board nor any committee thereof will take the following actions (each, a “Board recommendation change”):

If the Company receives an acquisition proposal from a third party that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a superior proposal and the failure to discuss such acquisition proposal would be reasonably likely to be inconsistent with the Board’s fiduciary duties under applicable law, the Board may, provided that the Company has not breached the non-solicitation restrictions in the merger agreement in any material respect with respect to such acquisition proposal, effect a Board recommendation change with respect to such superior proposal or terminate the merger agreement pursuant to the terms thereof to enter into a definitive agreement contemplating the consummation of such superior proposal (an “alternative acquisition agreement”). The Company, however, is not entitled to effect a Board recommendation change or terminate the merger agreement unless the Company has provided to Parent at least five business days’ prior written notice of the Company’s intention to take such action, which notice will specify the identity of the third party making such acquisition proposal, the material terms and conditions thereof and include copies of all relevant documents related to such acquisition proposal, and unless:

In the event of any material, written revisions to the terms of such acquisition proposal, the Company is required to deliver a new written notice to Parent describing such revisions and to again comply with the negotiation obligations described above for an additional five business days following such new notice.

The Board may, at any time prior to the receipt of the Company shareholder approval, effect a Board recommendation change in response to an intervening event (as defined below). The Company, however, will not be entitled to effect a Board recommendation change pursuant to the merger agreement unless:

In the event of any material modifications to the intervening event occur, the Company is required to deliver a new written notice to Parent describing such modifications and to again comply with the negotiation obligations described above for an additional three business days following such new notice.

Nothing in the merger agreement limits the Company’s or the Board’s ability to (i) take and disclose to the Company’s shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Board to the Company shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication), (ii) comply with Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (iii) inform any person of the existence of the non-solicitation obligations contained in the merger agreement or (iv) make any disclosure to the Company shareholders required by applicable law, regulation or stock

exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Board must be subject to the terms and conditions of the merger agreement and not limit or otherwise affect the obligations of the Company or the rights of Parent under the non-solicitation provisions of the merger agreement, and (2) the Company will not be permitted to effect a Board recommendation change other than in accordance with the terms and conditions of the merger agreement.

As used in this proxy statement:

The Company has agreed to hold its special meeting and to use its reasonable best efforts to solicit and secure the required approval of the Company shareholders to approve and adopt the merger agreement and the merger. The Board has approved and adopted the merger agreement and the transactions contemplated by the merger agreement and adopted resolutions directing that such proposal be submitted to the Company shareholders for their consideration and recommending that the Company shareholders vote “FOR” the proposal to adopt the merger agreement.

The following summary describes certain relevant provisions of the support agreement. The descriptions of the support agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the support agreement, which is incorporated into this proxy statement by reference. We encourage you to read the support agreement carefully and in its entirety because this summary may not contain all the information about the support agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the support agreement and not by this summary or any other information contained in this proxy statement. A copy of the support agreement is attached to this proxy statement as Annex C.

Under the support agreement, each of John D. Baker II and Thompson S. Baker II, each of whom is a member of the Board, among other things and subject to the terms and conditions of the support agreement, granted an irrevocable proxy in favor of each of the other members of the Company Board (acting by a majority) to, among other things, vote their shares of

Company common stock owned or later acquired (which we refer to as the “Covered Shares”), (i) in favor of (a) the approval of the merger agreement proposal, (b) the approval of proposal to approve the compensation payable to our executive officers, (c) the approval of any proposal to adjourn or postpone the Special Meeting to a later date if the Company proposes or requests such postponement or adjournment, and (d) the approval of any other proposal to be voted upon or consented to by the Company’s shareholders at the Special Meeting or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the merger and the other transactions contemplated by the merger agreement, but only to the extent that such shares are entitled to be voted on or consent to such proposal, and (ii) against (a) any proposal, action, or agreement that could reasonably be expected to result in a breach of any covenant, representation, or warranty or other obligation or agreement of the Company contained in the merger agreement or that would reasonably be expected to result in any condition set forth in the merger Agreement not being satisfied or not being fulfilled prior to the Support Termination Date, (b) any proposal to amend the Company’s articles of incorporation or bylaws, (c) any Acquisition Proposal, (d) any reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction involving the Company (except as contemplated by the merger Agreement), and (e) any other proposal, action, or agreement that would reasonably be expected to prevent or materially impede or materially delay the consummation of the merger or any of the other transactions contemplated by the merger agreement.

The obligations and rights under the support agreement will automatically terminate upon the earliest to occur of (i) the valid termination of the merger agreement in accordance with its terms or (ii) the effective time of the merger (we refer to such date as the “Support Termination Date”).

Pursuant to the support agreement, each of the shareholders has agreed that until the Support Termination Date, it will not, directly or indirectly (i) tender any Covered Shares into any tender or exchange offer, (ii) offer, sell, transfer, assign, exchange, pledge, hypothecate, encumber or otherwise dispose of (collectively, “Transfer”) or enter into any contract, option, agreement, understanding or other arrangement with respect to the Transfer of, any Covered Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), except as a Permitted Transfer (as defined below), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares that is inconsistent with the support agreement, or (iv) commit or agree to take any of the foregoing actions.

A “Permitted Transfer” means (A) a pledge, hypothecation, or collateral assignment of, or grant of a security interest in, Covered Shares or any interest or rights therein as security or collateral for a bona fide loan or other obligation (collectively, a “Pledge”), or (B) after notice, the transfer or conversion of ownership of Covered Shares or any interests or rights therein to a lender or other beneficiary of the Pledge pursuant to a foreclosure thereof following a default under the loan or other obligation secured by the Pledge.

Notwithstanding the foregoing, the shareholders may Transfer any or all of its Covered Shares to any of its affiliates; provided, that prior to and as a condition to the effectiveness of such Transfer, such affiliate must execute and deliver a counterpart of the support agreement and agree to be bound by all of the terms and provisions of the support agreement.

Pursuant to the support agreement, the shareholders have agreed that from the No-Shop Period Start Date until the Support Termination Date, except as contemplated by the support agreement, such shareholder will not, and will cause its representatives not to, directly or indirectly, (i) solicit or knowingly encourage, facilitate or assist any offer or proposal that constitutes or is reasonably expected to lead to an Acquisition Proposal, (ii) furnish any non-public information related to such shareholder, its Covered Shares or the Company or its subsidiaries or afford access to, among other things, the Company’s business, properties, assets, books, records or personnel (other than Parent, its subsidiaries or any of their respective representatives) to any person in connection with any Acquisition Proposal or with the intent to induce the making of any offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in negotiations with any person with respect to an Acquisition Proposal or with respect to any inquiries relating to any offer relating to an Acquisition Proposal, (iv) approve, endorse or recommend any offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (v) enter into any letter of intent or other agreement relating to an Acquisition Proposal or an Acquisition Transaction or (vi) authorize any of the foregoing. However, notwithstanding

anything to the contrary in the foregoing, each of the shareholders or their respective representatives may take any actions which the Company is permitted to take in compliance with the merger agreement. Additionally, each shareholder is obligated to provide prompt notice (and, in any event, within 36 hours from receipt thereof) to the Company and the Parent if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such shareholder or any of its representatives with respect to an Acquisition Proposal or potential Acquisition Proposal.

After the effective time, Parent will cause the surviving corporation to indemnify, defend and hold harmless, and will advance expenses as incurred by, to the fullest extent permitted under applicable law, the articles of incorporation, bylaws or similar organizational documents of the Company and any contract of the Company and its subsidiaries, in each case, in effect as of the date of the merger agreement, each present and former director and officer of the Company and its subsidiaries and each of their respective employees who serves as a fiduciary of the Company benefit plan (in each case, when acting in such capacity, an “indemnitee”), against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any proceeding or investigation, whether civil or criminal, administrative or investigative, whenever asserted, arising out of or pertaining to any matter existing or occurring at or prior to the effective time, including in connection with the merger agreement or the transactions contemplated by the merger agreement and actions to enforce any indemnification or advancement right of any indemnitee.

Under the merger agreement, Parent has agreed that all rights to exculpation, indemnification, contribution, and advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to, at, or after the effective time existing as of the effective time in favor of an indemnitee as provided in the Company’s and its subsidiaries’ articles of incorporation or bylaws or similar organizational documents, or under any contract or indemnification agreement to which the Company or any of its subsidiaries is a party shall survive the merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six years from the effective time, Parent will cause the surviving corporation to maintain in effect exculpation, indemnification, contribution, and advancement of expenses provisions in favor of an indemnitee as provided in (i) the applicable organizational documents that are no less favorable to the indemnitee than those in effect as of the date of the merger agreement and (ii) any contract or indemnification agreement of the Company or its subsidiaries in effect as of the date of the merger agreement with any indemnitee, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the effective time were current or former directors, officers or employees of the Company or its subsidiaries; provided, however, that all rights to exculpation, indemnification, contribution, and advancement of expenses in respect of any proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such proceeding.

The merger agreement provides that, subject to certain limits on the premium to be paid, from and for six years after the effective time, Parent and the surviving corporation will be jointly and severally responsible for maintaining for the benefit of the current and former directors, officers, and employees of the Company or its subsidiaries as of the date of the merger agreement and as of the closing date an insurance and indemnification policy that provides coverage for events occurring at or prior to the effective time, that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policy of the Company. In the event that either Parent or the surviving corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each case, Parent and the surviving corporation will cause proper provision to be made so that the successor or assign will expressly assume the obligations described above.

The merger agreement provides that, for a six month period following the closing of the merger, each continuing employee will receive (i) an annual base salary or wage rate and a target annual cash bonus opportunity that is not less than the annual base salary or wage rate and target annual cash bonus opportunity provided to such continuing employee immediately prior to the effective time, and (ii) other compensation and benefits (excluding equity award compensation and defined benefit pension benefits) that are not less than substantially comparable in the aggregate to the other compensation and benefits (excluding equity award compensation and defined benefit pension benefits) provided to such continuing employees immediately prior to the effective time.

The merger agreement further provides that Parent will assume, or cause its subsidiaries, including the surviving corporation, to assume, honor and continue for a six month period following the closing of the merger, or if sooner, until all obligations thereunder have been satisfied, each of the Company’s benefit plans, in accordance with the terms of such plans, provided that Parent is not prohibited from amending each such plan in accordance with its terms.

Pursuant to the merger agreement, if the effective time occurs prior to the payment of any outstanding amounts under any 2023 cash-based short-term bonus plan, then Parent will pay such bonuses to continuing employees, including the named executive officers, the amount actually earned, based on performance criteria, at such times as the Company would have customarily made such bonus payments. If any continuing employee is terminated without cause by the Company after consummation of the merger, but prior to the payment of any outstanding amount under any applicable 2023 cash-based short-term bonus plan. Parent will pay to the terminated employee the amount actually earned, based on performance criteria, at such times as the Company would have customarily made such bonus payments.

The merger agreement also provides that with respect to the benefit plans maintained by Parent or any of its subsidiaries, including the surviving corporation (including any vacation, paid time off and severance plans), for all purposes, including determining eligibility to participate, level of benefits, vesting and benefit accruals, each continuing employee’s service with the Company and its subsidiaries, as reflected in the Company’s records, will be treated as service with Parent or any of its subsidiaries, provided that such prior service credit will not be recognized to the extent that it results in a duplication of benefits, and the foregoing service credit will not apply with respect to any defined benefit plan, non-qualified deferred compensation plan, equity compensation plan or post-termination or retiree health or welfare benefits. The merger agreement also provides that Parent will, or will cause its subsidiaries to use reasonable efforts to (i) waive or cause to be waived any pre-existing condition limitations, exclusions, evidence of insurability, actively-at work requirements and waiting periods under any welfare benefit plan maintained by Parent or any of its subsidiaries in which continuing employees (and their eligible dependents) will be eligible to participate from and after the effective time, except to the extent that such pre-existing condition limitations, exclusions, actively-at work requirements and waiting periods would not have been satisfied or waived under the comparable Company plan immediately prior to the effective time and (ii) use reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each continuing employee (and his or her eligible dependents) during the calendar year in which the effective time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such continuing employee (and his or her eligible dependents) will be eligible to participate from and after the effective time.

The merger agreement provides that Parent shall cause the Company to promptly pay certain change of control payments to certain employees pursuant to change of control agreements.

The merger agreement provides that the Company will give Parent a reasonable opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors and officers relating to the transactions contemplated by the merger agreement, including the merger. The Company will promptly notify Parent of any such litigation that is brought or, to the knowledge of the Company, threatened, and will keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. The Company will not settle any such shareholder litigation or related proceeding without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

The merger agreement provides that if any “business combination”, “control share acquisition”, “fair price”, “moratorium” or other takeover or anti-takeover statute or similar law that purports to limit or restrict business combinations or the ability to acquire or vote shares of Company common stock becomes or is deemed to be applicable to the Company, Parent or Merger Sub, the merger or any other transaction contemplated by the merger agreement, then the Company and the Board will take all actions required to render such statute or law inapplicable to the foregoing.

The merger agreement provides that the Company will use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its subsidiaries and Representatives to, provide such reasonable cooperation

as is customary and reasonably requested by Parent in connection with the obtaining and arranging of Parent’s debt financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its subsidiaries).

The merger agreement contains other customary covenants, including, but not limited to, covenants relating to public announcements and other public statements, Section 16 matters, access to information, and confidentiality.

The respective obligations of the Company, Parent and Merger Sub to effect the merger are subject to the satisfaction or, where permitted by law, waiver at or before the closing date of the following conditions:

In addition, the respective obligations of the Company to effect the merger are subject to the satisfaction or waiver at or before the closing date of the following conditions:

In addition, the obligations of Parent and Merger Sub to effect the merger are further subject to the satisfaction or waiver on or before the closing date of the following conditions:

Finally, no party may rely on the failure of any condition set forth above to be satisfied if such failure was caused by that party’s material breach of any provision of the merger agreement.

The merger agreement may be terminated at any time prior to the effective time only as follows:

In the event that the merger agreement is terminated pursuant to the termination rights above, the merger agreement (other than certain provisions that expressly survive termination of the merger agreement) will become void and of

no effect without liability or obligation on the part of any party thereto. However, no termination of the merger agreement shall relieve any party from liabilities or damages incurred or suffered as a result of a willful and material breach of any representations, warranties, covenants or other agreements set forth in the merger agreement or fraud if such willful and material breach or fraud is the principal cause of a condition to the closing of the merger to being incapable of satisfaction by the outside date (or if capable of being satisfied by the outside date, to not be satisfied by the outside date).

Under the merger agreement, the Company must pay to Parent the Company termination fee of $1.86 million if the merger agreement is terminated under the following circumstances:

Notwithstanding the foregoing, the merger agreement provides that if the merger agreement is terminated prior to the No-Shop Period Start Date pursuant to the first two bullets above, or pursuant to the third bullet above and the acquisition proposal in question was publicly disclosed prior to the No-Shop Period Start Date, the Company termination fee is reduced to $930,000.

Under the merger agreement, the Parent must pay to the Company a termination fee of $1.86 million if the merger agreement is terminated under the following circumstances:

In the event the either party fails to promptly pay a termination fee when due and the other party commences a suit in order to obtain such payment and such suit resulting in a judgment against such party for payment of the applicable termination fee, such party will be required to pay, up to $250,000 of the other party’s costs and expenses (including reasonable attorneys’ fees) in connection with such suit, together with interest on the amount of any unpaid fee, cost or expense from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

The merger agreement provides that, at any time before the effective time, the parties may amend the merger agreement, or grant a waiver under the merger agreement, by written agreement of the parties or, in the case of a waiver, in an instrument in writing signed on behalf of such party, except that, after receipt of the Company shareholder approval, the parties will not amend any provision of the merger agreement in a manner that requires further approval by the Company shareholders without the further approval of such shareholders.

While the merger agreement generally is not intended to and does not confer upon any person other than the parties to the merger agreement any rights or remedies under the merger agreement, it provides for limited exceptions in favor of (i) present and former directors, officers and employees of the Company to continue to have indemnification, advancement of expenses and liability insurance coverage following completion of the transactions, and (ii) each of the Company’s shareholder and holders of Company equity awards regarding his, her or its right to receive the merger consideration.

The merger agreement is governed by, and construed in accordance with, the laws of the state of Florida, without giving effect to any choice or conflicts of laws principles that would result in the application of the law of any other state.

All actions and proceedings arising out of or relating to the interpretation and enforcement of the provisions of the merger agreement and in respect of the transactions contemplated by the merger agreement will be heard and determined in any federal or state court located in the State of Florida.

Except as otherwise described below, the parties are entitled to injunctions to prevent breaches of the merger agreement and to specific performance as to its terms (without any requirement for the securing or posting of any bond in connection with obtaining of any specific performance or injunctive relief), in addition to any other remedy to which they may be entitled at law or equity.

The Company’s or Parent’s pursuit of specific performance shall not preclude the pursuing party from the right to pursue any other right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of the merger agreement involving a willful and material breach or fraud.

Notwithstanding the foregoing, the Company is not entitled to specific performance of Parent’s obligation to consummate the transactions contemplated by the merger agreement, unless (i) the parties’ mutual conditions to the closing of the merger and the additional conditions to the closing of the merger of Parent and Merger Sub have been satisfied or waived (other than the conditions that by their terms are to be satisfied at closing, but subject to such conditions being capable of being satisfied assuming a closing would occur), (ii) Parent fails to consummate the merger by the date the closing is required to have occurred pursuant to the terms of the merger agreement, and (iii) the Company has confirmed in writing that if specific performance is granted and the debt financing were funded, then the Company will take such actions required to cause the closing of the merger to occur.

Any claim or cause of action under the merger agreement may only be brought against persons that are expressly named as parties thereto, and then only with respect to the specific obligations set forth in the merger agreement with respect to such party. Other than claims pursuant to the confidentiality agreement between the Company and United Petroleum Transports, Inc., no Company-related party or Parent-related party (other than the Company, Parent or Merger Sub), will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the Company, Parent or Merger Sub or of or for any claim, investigation, or proceeding, in each case under, based on, in respect of, or by reason of, the merger agreement or the transactions contemplated therein, including the merger.

Under Section 607.1302 of the Florida Business Corporation Act, appraisal rights will not be available to Company shareholders in connection with the merger.

The following table sets forth certain information with respect to each of our current directors, each named executive officer, and all current directors and executive officers as a group, including the beneficial ownership of Company common stock as of November 7, 2023 for each individual and the group. The table also lists the name, address and share ownership information for all shareholders known to us to own, directly or indirectly, more than 5% of the outstanding shares of Company common stock, as of November 7, 2023.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 3,545,889 shares of Company common stock outstanding as of November 7, 2023. We have deemed shares of Company common stock subject to Company stock options that are currently exercisable or exercisable within 60 days of November 7, 2023 to be outstanding and to be beneficially owned by the person holding the Company stock option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Patriot Transportation Holding, Inc., 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202. The information provided in the table is based on the Company’s records, information filed with the SEC and information provided to the Company, except where otherwise noted.

As of the date of this proxy statement, the Board knows of no matters that will be presented for consideration at the special meeting other than as described in this proxy statement.

The Company will hold an annual meeting in 2024 only if the merger has not already been completed by, or shortly after, the time at which the Company’s 2024 annual meeting would normally take place.