Patriot Transportation : 2024-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 25% of the Company's common stock as of November 30, 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, 9th 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

December 1, 2023

Please Vote Today-Your Vote is Important

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SUMMARY TERM SHEET

This summary highlights certain information contained elsewhere in this proxy statement but may not contain all of the information that may be important to you with respect to the merger. We encourage you to carefully read this entire proxy statement and the attached annexes and the other documents to which this proxy statement refers to you for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important business and financial information about Patriot Transportation Holding, Inc. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled ''Where You Can Find More Information.'' Unless the context otherwise indicates, we refer to Patriot Transportation Holding, Inc. as the ''Company,'' ''we,'' ''us'' or ''our.'' We have included page references in this summary to direct you to a more complete description of the topics presented below.

The Parties (see page 20)

Patriot Transportation Holding, Inc., a Florida corporation (the ''Company'') 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. The Company's principal executive offices are located at 200 W. Forsyth St., 7th Floor, Jacksonville, Florida 32202, and its telephone number is 904-396-5733.

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''). 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.

The Merger (see page 28)

The Company, Parent and Merger Sub entered into an Agreement and Plan of Merger, dated as of November 1, 2023, (as it may be further amended, modified or supplemented from time to time, the ''merger agreement''). On 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 (the ''surviving corporation'') as a wholly owned subsidiary of Parent. A copy of the merger agreement is attached as Annex Ato this proxy statement. We encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.

At the effective time of the merger (the ''effective time''), each share of the Company's common stock, par value $0.10 per share (''Company common stock''), that is issued and outstanding immediately prior to the effective time (other than shares owned by the Company or its subsidiaries, Parent or Merger Sub) as of immediately prior to the effective time (collectively, 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 (the ''merger consideration''), 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 Special Meeting (see page 21)

The special meeting will be held virtually via live webcast on December 19, 2023, at 11:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/PATI2023SM (including any postponements or adjournments thereof, the

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''special meeting''). You will be able to listen, vote and submit questions from any remote location that has Internet connectivity. There will be no physical location. You may participate online by logging in at www.virtualshareholdermeeting.com/PATI2023SM and entering the control number included on your proxy card, or the special instructions that accompanied your proxy materials. At the special meeting, you will be asked, among other things, to vote for the proposal to adopt the merger agreement. See the section entitled ''The Special Meeting,'' beginning on page 21, for additional information on the special meeting, including how to vote your shares of Company common stock.

Shareholders Entitled to Vote; Vote Required to Adopt the Merger Agreement (see page 22)

You may vote at the special meeting if you were a holder of record of shares of Company common stock as of the close of business on November 30, 2023, which is the record date for the special meeting (the ''record date''). 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 3,553,571 shares of Company common stock issued and outstanding and entitled to vote at the special meeting. The adoption of 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.

How to Vote (see page 23)

Shareholders of record have a choice of voting (i) by proxy by completing a proxy card and mailing it in the prepaid envelope provided, (ii) by proxy through the Internet or by phone or (iii) by virtually attending the special meeting and voting virtually. 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 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.

YOU SHOULD NOTSEND 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.

For additional information regarding the procedure for delivering your proxy, see the sections entitled ''The Special Meeting-How to Vote,'' beginning on page 23, and ''The Special Meeting-Solicitation of Proxies,'' beginning on page

25. 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, 9th Floor

New York, NY 10104

(888) 873-0729

Recommendation of the Board; Reasons for Recommending the Adoption of the Merger Agreement (see page 33)

After careful consideration of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Company's board of directors (the ''Board'') unanimously 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, and 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.

Accordingly, 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.

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For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled ''The Merger-Reasons for Recommending the Adoption of the Merger Agreement,'' beginning on page 33. 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 43.

Opinion of Cassel Salpeter & Co., LLC (see page 38)

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 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 and 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.

Certain Effects of the Merger (see page 46)

Upon completion of the merger, Merger Sub will be merged with and into the Company upon the terms and subject to the conditions set forth in the merger agreement. The Company will survive the merger as the surviving corporation and become a wholly owned subsidiary of Parent.

Following the completion of the merger, shares of Company common stock will no longer be traded on the NASDAQ Global Select Market (the ''NASDAQ'') or any other public market. In addition, the registration of shares of Company common stock under the Securities Exchange Act of 1934, as amended (the ''Exchange Act''), will be terminated.

Consequences if the Merger is Not Completed (see page 47)

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, Merger Sub or the Company 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.

In addition, upon termination of the merger agreement under certain circumstances, either the Company would be obligated to pay Parent a termination fee of up to $1.86 million (the ''Company termination fee'') or the Parent would be obligated to pay the Company a termination fee of $1.86 million. For additional information, see the section entitled ''The Agreement and Plan of Merger - Termination Fees,'' beginning on page 68.

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Treatment of Company Equity Awards (see page 54)

Company Stock Options

The merger agreement provides that, at the effective time:

• each outstanding and unexercised option to purchase shares of Company common stock (whether vested or unvested and whether exercisable or unexercisable) (a ''Company stock option'') will become fully vested and be cancelled; and
• each holder of any such Company stock option will be entitled to receive, in consideration of and in full settlement for the cancellation of each such Company stock option, a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option, and (ii) the excess, if any, of the merger consideration over the exercise price per share of each such Company stock option.

Stock Appreciation Rights

The merger agreement provides that, at the effective time:

• each outstanding Company stock appreciation right (whether vested or unvested) (a ''SAR'') will become fully vested and be cancelled; and
• each holder of any such SARs will be entitled to receive, in consideration of and in full settlement for the cancellation of any SARs, a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such SARs, and (ii) the excess, if any, of the merger consideration over the SAR price (as defined in the corresponding Notice of Stock Appreciation Right Award Agreement or any Adjustment thereto).

See the section entitled ''The Agreement and Plan of Merger-Treatment of Company Equity Awards,'' beginning on page 54 for details regarding payment timing in respect of the Company's equity awards in the merger.

Interests of Directors and Executive Officers in the Merger (see page 43)

In considering the recommendation of the Board that you vote ''FOR'' the proposal to adopt 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. A description of these interests is included in the section entitled ''The Merger-Interests of Directors and Executive Officers in the Merger,'' beginning on page 43. The Board was aware of these interests and considered them at the time it approved the merger agreement and made its recommendation to the Company shareholders. Such interests potentially include entitlement to:

• accelerated vesting and settlement of outstanding Company equity awards at the effective time;
• possible severance payments and/or benefits under preexisting change-in-control/severance agreements; and
• continued indemnification and insurance coverage under the merger agreement.

Conditions to Consummation of the Merger (page 66)

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 merger (the ''closing date'') of the following conditions:

• the approval and adoption of the merger agreement by the vote of shareholders of a majority of shares of the Company common stock issued and outstanding and entitled to vote on the matter; and
• no law or outstanding order enacted, promulgated, issued, entered, amended or enforced by any governmental entity that restrains, enjoins or otherwise prohibits the consummation of the merger.

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:

• the accuracy of representations and warranties of Parent and Merger Sub in the merger agreement, as of the date of the merger agreement and as of the date of the closing of the merger (except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time)), subject to certain materiality and ''material adverse effect'' qualifiers with certain exceptions for inaccuracies that do not constitute a Parent Material Adverse Effect (as defined in the merger agreement);

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