アークベストの四半期報告

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2025

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 000-19969

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

71-0673405

(I.R.S. Employer Identification No.)

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

(Address, including zip code, and telephone number, including

area code, of the registrant’s principal executive offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	ARCB	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated filer ☒		Accelerated filer ☐
	Non-accelerated filer ☐		Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at April 30, 2025
Common Stock, $0.01 par value		22,911,353 shares

Table of Contents

ARCBEST CORPORATION

INDEX


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets —March 31, 2025 and December 31, 2024	3

	Consolidated Statements of Operations — For the Three Months ended March 31, 2025 and 2024	4

	Consolidated Statements of Comprehensive Income — For the Three Months ended March 31, 2025 and 2024	5

	Consolidated Statements of Stockholders’ Equity — For the Three Months ended March 31, 2025 and 2024	6

	Consolidated Statements of Cash Flows — For the Three Months ended March 31, 2025 and 2024	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

SIGNATURES		43

Table of Contents

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS


	March 31		December 31
	2025		2024

	(Unaudited)
	(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	74,122	$	127,444
Short-term investments		24,552		29,759
Accounts receivable, less allowances (2025 – $8,269; 2024 – $8,257)		414,133		394,838
Other accounts receivable, less allowances (2025 – $656; 2024 – $648)		25,027		36,055
Prepaid expenses		46,666		47,860
Prepaid and refundable income taxes		29,106		28,641
Other		11,557		11,045
TOTAL CURRENT ASSETS		625,163		675,642
PROPERTY, PLANT AND EQUIPMENT
Land and structures		530,957		520,119
Revenue equipment		1,160,332		1,166,161
Service, office, and other equipment		352,383		351,907
Software		185,526		182,396
Leasehold improvements		33,368		32,263
		2,262,566		2,252,846
Less allowances for depreciation and amortization		1,199,180		1,186,800
PROPERTY, PLANT AND EQUIPMENT, net		1,063,386		1,066,046
GOODWILL		304,753		304,753
INTANGIBLE ASSETS, net		85,449		88,615
OPERATING RIGHT-OF-USE ASSETS		228,684		192,753
DEFERRED INCOME TAXES		9,273		9,536
OTHER LONG-TERM ASSETS		90,176		92,386
TOTAL ASSETS	$	2,406,884	$	2,429,731

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	166,869	$	168,943
Accrued expenses		356,702		398,700
Current portion of long-term debt		66,692		63,978
Current portion of operating lease liabilities		34,080		34,364
TOTAL CURRENT LIABILITIES		624,343		665,985
LONG-TERM DEBT, less current portion		147,528		125,156
OPERATING LEASE LIABILITIES, less current portion		214,606		189,978
POSTRETIREMENT LIABILITIES, less current portion		13,378		13,361
DEFERRED INCOME TAXES		79,315		78,649
OTHER LONG-TERM LIABILITIES		32,970		42,240
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2025: 30,402,056 shares; 2024: 30,401,768 shares		304		304
Additional paid-in capital		331,944		329,575
Retained earnings		1,435,596		1,435,250
Treasury stock, at cost, 2025: 7,373,609 shares; 2024: 7,114,844 shares		(473,029)		(451,039)
Accumulated other comprehensive income (loss)		(71)		272
TOTAL STOCKHOLDERS’ EQUITY		1,294,744		1,314,362
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,406,884	$	2,429,731

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended
	March 31
	2025		2024

	(Unaudited)
	(in thousands, except share and per share data)
REVENUES	$	967,077	$	1,036,419

OPERATING EXPENSES		960,447		1,013,984

OPERATING INCOME		6,630		22,435

OTHER INCOME (COSTS)
Interest and dividend income		1,150		3,315
Interest and other related financing costs		(2,755)		(2,228)
Other, net		(851)		(28,199)
		(2,456)		(27,112)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		4,174		(4,677)

INCOME TAX PROVISION (BENEFIT)		1,043		(1,765)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS		3,131		(2,912)

INCOME FROM DISCONTINUED OPERATIONS, net of tax		—		600

NET INCOME (LOSS)	$	3,131	$	(2,312)

BASIC EARNINGS PER COMMON SHARE
Continuing operations	$	0.13	$	(0.12)
Discontinued operations		—		0.03
	$	0.13	$	(0.10)

DILUTED EARNINGS PER COMMON SHARE
Continuing operations	$	0.13	$	(0.12)
Discontinued operations		—		0.03
	$	0.13	$	(0.10)

AVERAGE COMMON SHARES OUTSTANDING
Basic		23,198,805		23,561,309
Diluted		23,272,766		23,561,309

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended
	March 31
	2025		2024

	(Unaudited)
	(in thousands)
NET INCOME (LOSS)	$	3,131	$	(2,312)

OTHER COMPREHENSIVE LOSS, net of tax

Postretirement benefit plans:
Amortization of unrecognized net periodic benefit credit, net of tax: (2025 – $54; 2024 – $65)
Net actuarial gain		(156)		(187)

Interest rate swap and foreign currency translation:
Change in unrealized loss on interest rate swap, net of tax: (2025 – $0; 2024 – $130)		—		(366)
Change in foreign currency translation, net of tax: (2025 – $66; 2024 – $150)		(187)		(426)

OTHER COMPREHENSIVE LOSS, net of tax		(343)		(979)

TOTAL COMPREHENSIVE INCOME (LOSS)	$	2,788	$	(3,291)

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Three Months Ended March 31, 2025 and 2024
												Accumulated
					Additional							Other
	Common Stock				Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares		Amount		Capital		Earnings		Shares	Amount		Income (Loss)		Equity

		(Unaudited)
		(in thousands)
Balance at December 31, 2024		30,402	$	304	$	329,575	$	1,435,250	7,115	$	(451,039)	$	272	$	1,314,362
Net income								3,131							3,131
Other comprehensive loss, net of tax													(343)		(343)
Shares withheld for employee tax remittance on share-based compensation						(14)									(14)
Share-based compensation expense						2,383									2,383
Purchase of treasury stock									259		(21,990)				(21,990)
Dividends declared on common stock								(2,785)							(2,785)
Balance at March 31, 2025		30,402	$	304	$	331,944	$	1,435,596	7,374	$	(473,029)	$	(71)	$	1,294,744

Balance at December 31, 2023		30,024	$	300	$	340,961	$	1,272,584	6,460	$	(375,806)	$	4,324	$	1,242,363
Net loss								(2,312)							(2,312)
Other comprehensive loss, net of tax													(979)		(979)
Issuance of common stock under share-based compensation plans		15		—		—									—
Shares withheld for employee tax remittance on share-based compensation						(748)									(748)
Share-based compensation expense						2,889									2,889
Purchase of treasury stock									121		(15,652)				(15,652)
Dividends declared on common stock								(2,828)							(2,828)
Balance at March 31, 2024		30,039	$	300	$	343,102	$	1,267,444	6,581	$	(391,458)	$	3,345	$	1,222,733

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
	March 31
	2025		2024

	(Unaudited)
	(in thousands)
OPERATING ACTIVITIES
Net income (loss)	$	3,131	$	(2,312)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		36,764		33,616
Amortization of intangibles		3,200		3,217
Share-based compensation expense		2,383		2,889
Provision for losses on accounts receivable		1,129		1,055
Change in deferred income taxes		764		(12,548)
(Gain) loss on sale of property and equipment		(49)		217
Pre-tax gain on sale of discontinued operations		—		(806)
Change in fair value of contingent consideration		—		7,320
Change in fair value of equity investment		—		28,739
Changes in operating assets and liabilities:
Receivables		(9,615)		35,059
Prepaid expenses		1,194		(2,198)
Other assets		156		(1,218)
Income taxes		(248)		(8,305)
Operating right-of-use assets and lease liabilities, net		(11,587)		(7,710)
Accounts payable, accrued expenses, and other liabilities		(49,543)		(70,548)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(22,321)		6,467

INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(14,523)		(55,049)
Proceeds from sale of property and equipment		3,276		1,292
Purchases of short-term investments		—		(5,236)
Proceeds from sale of short-term investments		5,236		5,635
Capitalization of internally developed software		(3,122)		(3,635)
NET CASH USED IN INVESTING ACTIVITIES		(9,133)		(56,993)

FINANCING ACTIVITIES
Borrowings under credit facilities		25,000		—
Payments on long-term debt		(17,317)		(16,767)
Net change in book overdrafts		(4,762)		(2,850)
Payment of common stock dividends		(2,785)		(2,828)
Purchases of treasury stock		(21,990)		(15,652)
Payments for tax withheld on share-based compensation		(14)		(748)
NET CASH USED IN FINANCING ACTIVITIES		(21,868)		(38,845)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(53,322)		(89,371)
Cash and cash equivalents at beginning of period		127,444		262,226
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	74,122	$	172,855

NONCASH INVESTING ACTIVITIES
Equipment financed	$	17,403	$	—
Accruals for equipment received	$	1,236	$	915
Lease liabilities arising from obtaining right-of-use assets	$	32,909	$	5,694

See notes to consolidated financial statements.

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ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE A – ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

Organization and Description of Business

ArcBest Corporation™ (the “Company”) is a multibillion-dollar integrated logistics company that leverages technology and a full suite of shipping and logistics solutions to meet customers’ supply chain needs. The Company, which started over a century ago as a local freight hauler, is now a logistics powerhouse with global reach. The Company’s operations are conducted through its two reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”), and Asset-Light, which includes MoLo Solutions, LLC (“MoLo”), Panther Premium Logistics® (“Panther”), and certain other subsidiaries. References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

The Asset-Based segment represented approximately 64% of the Company’s total revenues before other revenues and intercompany eliminations for the three months ended March 31, 2025. As of March 2025, approximately 81% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2023 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2028.

Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2024 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts may differ from those estimates.

For the year ended December 31, 2024, certain reclassifications have been made between the accounts payable and accrued expenses lines on the Company’s consolidated balance sheet to conform to the current-year presentation.

On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary and reportable operating segment of the Company. The sale of FleetNet was a strategic shift for the Company as it exited the fleet roadside assistance and maintenance management business; therefore, the sale was accounted for as discontinued operations. The three months ended March 31, 2024 includes the reversal of an employee-related contingent liability that expired one year after disposition, which resulted in a pre-tax gain on sale of $0.8 million included in the “Pre-tax gain on sale of discontinued operations” line of the consolidated statements of cash flows, or $0.6 million net of tax included in “Income from discontinued operations, net of tax” on the Company’s consolidated statement of operations.

Accounting Pronouncements Not Yet Adopted

ASC Topic 740, Income Taxes, was amended in December 2023 through the issuance of Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, while early adoption is permitted.

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This ASU is not expected to have a significant impact on the Company’s disclosures.

ASC Topic 220, Disaggregation of Income Statement Expenses, was amended in November 2024 through the issuance of ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASU 2024-03”), which requires additional disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, while early adoption is permitted. The Company is currently assessing the amendment’s impact on the Company’s disclosures.

NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following table presents the components of cash and cash equivalents and short-term investments:


	March 31		December 31
	2025		2024

	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	55,945	$	83,048
Money market funds(2)		18,177		44,396
Total cash and cash equivalents	$	74,122	$	127,444

Short-term investments
Certificates of deposit(3)	$	24,552	$	29,759

(1)	Recorded at cost plus accrued interest, which approximates fair value.

(2)	Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note).

(3)	Recorded at cost plus accrued interest, which approximates fair value due to its short-term nature and is categorized in Level 2 of the fair value hierarchy.

The Company’s long-term financial instruments are presented in the table of financial assets and liabilities measured at fair value within this Note.

Concentrations of Credit Risk of Financial Instruments

The Company is subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits and short-term investments in accounts and certificates of deposit which are primarily FDIC‑insured or in direct obligations of the U.S. government. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At March 31, 2025 and December 31, 2024, cash deposits and short-term investments totaling $38.0 million and $51.7 million, respectively, were not FDIC‑insured. The Company also holds money market funds, which are invested in U.S. government securities and repurchase agreements collateralized solely by U.S. government securities.

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Fair Value Disclosure of Financial Instruments

Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable:

●

Level 1 — Quoted prices for identical assets and liabilities in active markets.

●

Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3 — Unobservable inputs (based on the Company’s market assumptions) that are significant to the valuation model.

Fair value and carrying value disclosures of financial instruments are presented in the following table:


	March 31				December 31
	2025				2024

	(in thousands)
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Credit Facility(1)	$	25,000	$	25,000	$	—	$	—
Notes payable(2)		189,220		189,070		189,134		187,675
New England Pension Fund withdrawal liability(3)		18,483		16,916		18,671		16,783
	$	232,703	$	230,986	$	207,805	$	204,458

(1)	The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on Secured Overnight Financing Rate (“SOFR”), plus a margin, priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(2)	Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

(3)

ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 5.8% and 6.0% at March 31, 2025 and December 31, 2024, respectively, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of March 31, 2025, the outstanding withdrawal liability totaled $18.5 million, of which $0.8 million was recorded in accrued expenses, and the remaining portion was recorded in other long-term liabilities.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities that are measured at fair value on a recurring basis:


	March 31, 2025
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)

	(in thousands)
Assets:
Money market funds(1)	$	18,177	$	18,177	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		5,164		5,164		—		—
	$	23,341	$	23,341	$	—	$	—
Liabilities:
Contingent consideration(3)	$	2,650	$	—	$	—	$	2,650


	December 31, 2024
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)

	(in thousands)
Assets:
Money market funds(1)	$	44,396	$	44,396	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		5,570		5,570		—		—
	$	49,966	$	49,966	$	—	$	—
Liabilities:
Contingent consideration(3)	$	2,650	$	—	$	—	$	2,650

(1)	Included in cash and cash equivalents.

(2)

Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

(3)

The estimated fair value of contingent consideration related to the acquisition of MoLo is determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and expenses to be achieved for the applicable performance period, volatility factors applied to the simulation, and the discount rate applied, which was 12.9% as of December 31, 2024. Fair value of the contingent consideration was qualitatively assessed as of March 31, 2025, which involved analyzing the likelihood of achieving adjusted EBITDA thresholds, as defined by the Agreement and Plan of Merger for our acquisition of MoLo. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date.

Assets Measured at Fair Value on a Nonrecurring Basis

The Company remeasures certain assets on a nonrecurring basis upon events or changes in circumstances that indicate the carrying amount may not be recoverable. During the first quarter of 2024, the Company was notified that Phantom Auto was ceasing operations due to liquidity concerns from failing to secure additional funding from investors or lenders. As a result, the Company assessed the likelihood of recovering its investment as remote and recorded a pre-tax, noncash impairment charge of $28.7 million, to write off the equity investment in Phantom Auto, which was recognized below the operating income line in “Other, net” within “Other income (costs).”

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NOTE C – GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. The goodwill balance of $304.8 million at both March 31, 2025 and December 31, 2024 relates to the Asset-Light segment.

Intangible assets consisted of the following:


		March 31, 2025						December 31, 2024
	Weighted-Average			Accumulated		Net				Accumulated		Net
	Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value

	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	12	$	99,579	$	61,888	$	37,691	$	99,579	$	59,782	$	39,797
Other	8		30,472		15,014		15,458		30,438		13,920		16,518
	11		130,051		76,902		53,149		130,017		73,702		56,315
Indefinite-lived intangible asset
Trade name	N/A		32,300		N/A		32,300		32,300		N/A		32,300

Total intangible assets	N/A	$	162,351	$	76,902	$	85,449	$	162,317	$	73,702	$	88,615

As of March 31, 2025, the future amortization for intangible assets acquired through business acquisitions was as follows:


	Amortization of
	Intangible Assets
	(in thousands)
Remainder of 2025	$	9,600
2026		8,693
2027		7,269
2028		7,269
2029		7,222
Thereafter		13,096
Total amortization	$	53,149

NOTE D – INCOME TAXES

The Company’s total effective tax rate was 25.0% for the three months ended March 31, 2025, compared to a tax benefit rate of 40.3% for the same respective period of 2024. The effective tax rate from continuing operations was 25.0% for the three months ended March 31, 2025, compared to a tax benefit rate of 37.7% for the three months ended March 31, 2024. The 2024 tax benefit rates were primarily due to the pre-tax loss from a noncash impairment charge to write off our equity investment in Phantom Auto included in the loss from continuing operations during the first quarter of 2024. State tax rates vary among states and average approximately 6.0%, although some state rates are higher, and a small number of states do not impose an income tax.

For the three months ended March 31, 2025 and 2024, the difference between the Company’s effective tax rate from continuing operations and the federal statutory rate resulted from various factors, including state income taxes; various nondeductible expenses, including compensation under IRC Section 162(m); changes in the cash surrender value of life insurance; the federal research and development tax credit; changes in valuation allowances; and the tax benefit from the vesting of RSUs. The difference between the effective tax rate and the federal statutory rate for the three months ended March 31, 2024 also included the federal alternative fuel tax credit that expired on December 31, 2024.

As of March 31, 2025, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at March 31, 2025, and concluded that, other than for certain deferred tax assets related to foreign and state tax credit carryforwards and federal and state net operating losses, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, future taxable income, and tax planning strategies.

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The Company paid federal, state, and foreign income taxes, net of refunds of $0.8 million and $19.1 million for the three months ended March 31, 2025 and 2024, respectively.

Income tax expense reflected in discontinued operations, which primarily consisted of federal and state income taxes on the gain from sale of FleetNet, was $0.2 million for the three months ended March 31, 2024, or an effective tax rate of 25.5%.

NOTE E – LEASES

The Company has operating lease arrangements for certain facilities and revenue equipment used in the Asset-Based and Asset-Light segment operations and certain other facilities and office equipment.

The components of operating lease expense were as follows:


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
Operating lease expense	$	11,137	$	10,276
Variable lease expense		2,049		1,681
Sublease income		(997)		(646)
Total operating lease expense	$	12,189	$	11,311

The operating cash flows from operating lease activity were as follows:


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
Noncash change in operating right-of-use assets	$	8,478	$	8,618
Cash payments to obtain right-of-use assets		(11,500)		(7,752)
Change in operating lease liabilities		(8,565)		(8,576)
Changes in operating right-of-use assets and lease liabilities, net	$	(11,587)	$	(7,710)

Supplemental cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities	$	11,225	$	10,226
Right-of-use assets obtained in exchange for operating lease liabilities	$	32,909	$	5,694

Maturities of operating lease liabilities at March 31, 2025, were as follows:


	Operating
	Lease
	Liabilities
	(in thousands)
Remainder of 2025	$	33,946
2026		42,866
2027		38,253
2028		34,690
2029		29,778
Thereafter		127,822
Total lease payments		307,355
Less imputed interest		(58,669)
Total	$	248,686

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NOTE F – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt consisted of notes payable related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations) and certain other equipment at March 31, 2025 and December 31, 2024 and, at March 31, 2025, borrowings outstanding under the Company’s revolving credit facility, as follows:


	March 31		December 31
	2025		2024

	(in thousands)
Credit Facility (weighted-average interest rate of 5.5% at March 31, 2025)	$	25,000	$	—
Notes payable (weighted-average interest rate of 4.8% at March 31, 2025)		189,220		189,134
		214,220		189,134
Less current portion		66,692		63,978
Long-term debt, less current portion	$	147,528	$	125,156

Scheduled payments of long-term debt obligations as of March 31, 2025, were as follows:


			Credit		Notes
	Total		Facility(1)		Payable

	(in thousands)
Due in one year or less	$	75,689	$	1,296	$	74,393
Due after one year through two years		64,202		1,168		63,034
Due after two years through three years		68,433		25,605		42,828
Due after three years through four years		17,733		—		17,733
Due after four years through five years		7,028		—		7,028
Total payments		233,085		28,069		205,016
Less amounts representing interest		18,865		3,069		15,796
Long-term debt	$	214,220	$	25,000	$	189,220

(1)	The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on SOFR, plus the anticipated applicable margin.

Assets securing notes payable, primarily consisting of revenue equipment, which were included in property, plant and equipment, totaled $349.6 million and $333.5 million at March 31, 2025 and December 31, 2024, respectively.

Financing Arrangements

Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), with an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $40.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of up to $125.0 million, subject to the satisfaction of certain additional conditions as provided in the Credit Agreement. As of March 31, 2025, the Company had available borrowing capacity of $225.0 million under the initial maximum credit amount of the Credit Facility.

Principal payments under the Credit Facility are due upon maturity of the facility on October 7, 2027; however, borrowings may be repaid at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. In addition, the Credit Facility requires the Company to pay a fee on unused commitments. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and sales of assets. The Company was in compliance with the covenants under the Credit Agreement at March 31, 2025.

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Accounts Receivable Securitization Program

The Company’s accounts receivable securitization program (“A/R Securitization”), which matures on July 1, 2025, provides available cash proceeds of $50.0 million and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions. As of March 31, 2025 and December 31, 2024, the Company had no borrowings outstanding under the A/R Securitization.

Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. The A/R Securitization does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the Company’s consolidated balance sheets. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lenders’ interest in the trade accounts receivables. Borrowings under the A/R Securitization bear interest based upon SOFR or, to the extent funded by the conduit lender through the issuance of notes, at the commercial paper rate as defined in the agreement, plus a margin in each case, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the A/R Securitization at March 31, 2025.

The A/R Securitization includes a provision under which the Company may request, and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of March 31, 2025, standby letters of credit of $23.7 million have been issued under the program, which reduced the available borrowing capacity to $26.3 million.

Letter of Credit Agreements and Surety Bond Programs

As of March 31, 2025, the Company had letters of credit outstanding of $24.3 million (including $23.7 million issued under the accounts receivable securitization program). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of March 31, 2025, surety bonds outstanding related to the self-insurance program totaled $63.7 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment through promissory note arrangements totaling $17.4 million during the three months ended March 31, 2025.

NOTE G – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

Components of accumulated other comprehensive income (loss) were as follows:


	March 31		December 31
	2025		2024

	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit	$	5,450	$	5,660
Foreign currency translation		(5,576)		(5,323)

Total	$	(126)	$	337

After-tax amounts:
Unrecognized net periodic benefit credit	$	4,047	$	4,203
Foreign currency translation		(4,118)		(3,931)

Total	$	(71)	$	272

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The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, by component for March 31, 2025 and 2024:



			Unrecognized		Interest		Foreign
			Net Periodic		Rate		Currency
	Total		Benefit Credit		Swap		Translation

	(in thousands)
Balances at December 31, 2024	$	272	$	4,203	$	—	$	(3,931)

Other comprehensive loss before reclassifications		(187)		—		—		(187)
Amounts reclassified from accumulated other comprehensive loss		(156)		(156)		—		—
Net current-period other comprehensive loss		(343)		(156)		—		(187)

Balances at March 31, 2025	$	(71)	$	4,047	$	—	$	(4,118)

Balances at December 31, 2023	$	4,324	$	5,061	$	1,263	$	(2,000)

Other comprehensive loss before reclassifications		(792)		—		(366)		(426)
Amounts reclassified from accumulated other comprehensive income		(187)		(187)		—		—
Net current-period other comprehensive loss		(979)		(187)		(366)		(426)

Balances at March 31, 2024	$	3,345	$	4,874	$	897	$	(2,426)

The following is a summary of the significant reclassifications out of accumulated other comprehensive income (loss) by component:


	Unrecognized Net Periodic
	Benefit Credit
	Three Months Ended March 31
	2025		2024

	(in thousands)
Amortization of net actuarial gain, pre-tax(1)	$	210	$	252
Tax expense		(54)		(65)
Total, net of tax	$	156	$	187

(1)	Included in the computation of net periodic benefit credit of the Company’s supplemental benefit plan (“SBP”) and postretirement health benefit plan.

Dividends on Common Stock

The following table is a summary of dividends declared during the applicable quarter:


	2025				2024
	Per Share		Amount		Per Share		Amount

	(in thousands, except per share data)
First quarter	$	0.12	$	2,785	$	0.12	$	2,828

On April 25, 2025, the Company announced its Board of Directors declared a dividend of $0.12 per share to stockholders of record as of May 09, 2025.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions (the “share repurchase program”). The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources.

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As of December 31, 2024, the Company had $56.6 million available for repurchases of its common stock under the share repurchase program. During the three months ended March 31, 2025, the Company repurchased 258,765 shares for an aggregate cost of $22.0 million, including 160,808 shares for an aggregate cost of $14.3 million under Rule 10b5-1 plans, which allows for stock repurchases during closed trading windows. The Company had $34.6 million remaining under its share repurchase program as of March 31, 2025. Subsequent to March 31, 2025, the Company settled repurchases of 117,859 shares for an aggregate cost of $7.3 million.

NOTE H – EARNINGS PER SHARE

The following table reflects the computation of basic and diluted earnings per common share:


	Three Months Ended
	March 31
	2025		2024

	(in thousands, except share and per share data)
Basic
Numerator:
Net income (loss) from continuing operations	$	3,131	$	(2,912)
Net income from discontinued operations		—		600
Net income (loss)	$	3,131	$	(2,312)
Denominator:
Weighted-average shares		23,198,805		23,561,309

Basic earnings per common share
Continuing operations	$	0.13	$	(0.12)
Discontinued operations		—		0.03
Total basic earnings per common share(1)	$	0.13	$	(0.10)

Diluted
Numerator:
Net income (loss) from continuing operations	$	3,131	$	(2,912)
Net income from discontinued operations		—		600
Net income (loss)	$	3,131	$	(2,312)
Denominator:
Weighted-average shares		23,198,805		23,561,309
Effect of dilutive securities		73,961		—
Adjusted weighted-average shares and assumed conversions		23,272,766		23,561,309

Diluted earnings per common share
Continuing operations	$	0.13	$	(0.12)
Discontinued operations		—		0.03
Total diluted earnings per common share(1)	$	0.13	$	(0.10)

(1)	Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing operations and discontinued operations due to rounding.

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NOTE I – OPERATING SEGMENT DATA

The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's Chief Executive Officer and Chairman of the Board is the CODM who makes decisions about resources to be acquired, allocated, and utilized in each operating segment. The CODM uses segment revenues, operating expense categories, operating ratios, operating income (loss), and key operating statistics to evaluate performance and allocate resources to the Company’s operations.

The Company’s reportable operating segments are impacted by seasonal fluctuations which affect tonnage, shipment levels, and demand for services, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year. Inclement weather conditions can adversely affect freight shipments and operating costs of the Asset-Based and Asset-Light segments. Shipments may decline during winter months because of post-holiday slowdowns and during summer months due to plant shutdowns affecting automotive and manufacturing customers of the Asset-Light segment; however, weather and other disruptive events can result in higher short-term demand for expedite services depending on the impact to customers' supply chains.

Historically, the second and third calendar quarters of each year usually have the highest tonnage and shipment levels. In contrast, the first quarter generally has the lowest tonnage and shipment levels, although other factors, including the state of the U.S. and global economies; available capacity in the market; yield initiatives; and external events or conditions, may influence quarterly business levels. The Company’s yield initiatives, along with increased technology-driven intelligence and visibility with respect to demand, have allowed for shipment optimization in non-peak times, reducing the Company’s susceptibility to seasonal fluctuations in recent years.

The Company’s reportable operating segments are as follows:

●

The Asset-Based segment includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The segment operations include national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. The Asset-Based segment provides services to the Asset-Light segment, including freight transportation related to managed transportation solutions and other services.

●

The Asset-Light segment includes the results of operations of the Company’s service offerings in truckload, managed transportation, ground expedite, intermodal, household goods moving, warehousing and distribution, and international freight transportation for air, ocean, and ground. The Asset-Light segment provides services to the Asset-Based segment.

The Company’s other business activities and operations that are not reportable segments include ArcBest Corporation (the parent holding company) and certain subsidiaries. Certain costs incurred by the parent holding company and the Company’s shared services subsidiary are allocated to the reporting segments. The Company eliminates intercompany transactions in consolidation. However, the information used by the CODM with respect to its reportable operating segments is before intersegment eliminations of revenues and expenses.

Shared services represent costs incurred to support all segments, including sales, pricing, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, and other company-wide services. Certain overhead costs are not attributable to any segment and remain unallocated in “Other and eliminations.” Included in unallocated costs are expenses related to investor relations, legal, the Company’s Board of Directors, and certain technology investments. Shared services costs attributable to the reportable operating segments are predominantly allocated based upon estimated and planned resource utilization-related metrics, such as estimated shipment levels or number of personnel supported. The bases for such charges are modified and adjusted by management when necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by the reportable operating segments. Management believes the methods used to allocate expenses are reasonable.

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Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided. The Company’s foreign operations are not significant.

The following tables reflect the Company’s reportable operating segment information from continuing operations:


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
REVENUES
Asset-Based	$	646,294	$	671,467
Asset-Light		356,012		396,363
Other and eliminations		(35,229)		(31,411)
Total consolidated revenues	$	967,077	$	1,036,419

OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	344,141	$	344,999
Fuel, supplies, and expenses		77,642		81,044
Operating taxes and licenses		13,112		13,529
Insurance		17,963		14,482
Communications and utilities		5,810		4,799
Depreciation and amortization		30,590		27,007
Rents and purchased transportation		67,161		65,671
Shared services		62,443		64,914
Loss on sale of property and equipment		23		149
Other		992		1,417
Total Asset-Based		619,877		618,011

Asset-Light
Purchased transportation		304,614		344,122
Salaries, wages, and benefits		25,549		30,304
Supplies and expenses		1,739		2,809
Depreciation and amortization(1)		4,618		5,078
Shared services		17,981		16,274
Contingent consideration(2)		—		7,320
Other		5,891		5,714
Total Asset-Light		360,392		411,621

Other and eliminations		(19,822)		(15,648)
Total consolidated operating expenses	$	960,447	$	1,013,984

OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS
Asset-Based	$	26,417	$	53,456
Asset-Light		(4,380)		(15,258)
Other and eliminations		(15,407)		(15,763)
Total consolidated operating income	$	6,630	$	22,435
OTHER INCOME (COSTS) FROM CONTINUING OPERATIONS
Interest and dividend income	$	1,150	$	3,315
Interest and other related financing costs		(2,755)		(2,228)
Other, net(3)		(851)		(28,199)
Total other income (costs)		(2,456)		(27,112)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	$	4,174	$	(4,677)

(1)	Depreciation and amortization includes amortization of intangibles associated with acquired businesses.

(2)	Represents the change in fair value of the contingent earnout consideration related to the MoLo acquisition (see Note B).

(3)	The three months ended March 31, 2024 includes a noncash impairment charge to write off the Company’s equity investment in Phantom Auto, as previously discussed (see Note B).

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The following table reflects information about revenues from customers and intersegment revenues:


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
Revenues from customers
Asset-Based	$	611,335	$	640,576
Asset-Light		354,568		394,825
Other		1,174		1,018
Total consolidated revenues	$	967,077	$	1,036,419

Intersegment revenues
Asset-Based	$	34,959	$	30,891
Asset-Light		1,444		1,538
Other and eliminations		(36,403)		(32,429)
Total intersegment revenues	$	—	$	—

Total segment revenues
Asset-Based	$	646,294	$	671,467
Asset-Light		356,012		396,363
Other and eliminations		(35,229)		(31,411)
Total consolidated revenues	$	967,077	$	1,036,419

The following table presents operating expenses by category on a consolidated basis:


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	431,888	$	439,523
Rents, purchased transportation, and other costs of services		333,770		375,319
Fuel, supplies, and expenses		105,946		109,522
Depreciation and amortization(1)		39,964		36,833
Contingent consideration(2)		—		7,320
Other		48,879		45,467
	$	960,447	$	1,013,984

(1)	Includes amortization of intangible assets.

(2)	Represents the change in fair value of the contingent earnout consideration related to the MoLo acquisition (see Note B).

NOTE J – LEGAL MATTERS AND OTHER EVENTS

The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

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Legal Matters

During fourth quarter 2024, the Company settled a claim for $9.8 million related to the classification of certain Asset‑Light employees under the Fair Labor Standards Act and a lawsuit related to an auto accident which involved a MoLo contract carrier. These claims were paid in January 2025, including through insurance policies responsible for settling the accident‑related claim, and reserves maintained within accrued expenses in the consolidated balance sheet as of December 31, 2024.

Other Events

The Company has received two Notices of Assessment from a state regarding ongoing sales and use tax audits alleging uncollected sales and use tax, including interest and penalties, for the periods December 1, 2018 to March 31, 2021 and September 1, 2016 to November 30, 2018. The Company does not agree with the basis of these assessments and filed appeals for the assessments in October 2023 and May 2021 on the same legal basis. The Company has estimated the range of loss to be from $0.2 million to $14.2 million. The Company has previously accrued $0.2 million related to these assessments consistent with applicable accounting guidance, but if the state prevails in its position, the Company may owe additional tax. Management does not believe the resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

ArcBest Corporation™ (together with its subsidiaries, the “Company,” “ArcBest®,” “we,” “us,” and “our”) is a multibillion-dollar integrated logistics company that leverages technology and a full suite of solutions to meet our customers’ supply chain needs. Our operations are conducted through two reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”); and Asset-Light, which includes MoLo Solutions, LLC (“MoLo”), Panther Premium Logistics®, and certain other subsidiaries. References to the Company, including “we,” “us,” and “our,” in this Quarterly Report on Form 10-Q, are primarily to the Company and its subsidiaries on a consolidated basis.

On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary of the Company. Following the sale, FleetNet® was reported as discontinued operations. As such, historical results of FleetNet have been excluded from both continuing operations and segment results for all periods presented. Unless otherwise indicated, all amounts in this Quarterly Report on Form 10-Q refer to continuing operations, including comparisons to the prior year.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance, including the principal factors affecting our results of operations, liquidity and capital resources, and critical accounting policies. This discussion should be read in conjunction with the accompanying quarterly unaudited consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024. Our 2024 Annual Report on Form 10-K includes additional information about significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties to which our financial and operating results are subject.

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Results of Operations

Consolidated Results

The following table reflects the Company’s consolidated results, including segment revenues and operating income (loss) from continuing operations:


	Three Months Ended
	March 31
	2025		2024

	(in thousands, except per share data)
REVENUES
Asset-Based	$	646,294	$	671,467
Asset-Light		356,012		396,363
Other and eliminations		(35,229)		(31,411)
Total consolidated revenues	$	967,077	$	1,036,419

OPERATING INCOME (LOSS)
Asset-Based	$	26,417	$	53,456
Asset-Light		(4,380)		(15,258)
Other and eliminations		(15,407)		(15,763)
Total consolidated operating income	$	6,630	$	22,435

NET INCOME (LOSS) FROM CONTINUING OPERATIONS	$	3,131	$	(2,912)

INCOME FROM DISCONTINUED OPERATIONS, net of tax(1)		—		600

NET INCOME (LOSS)	$	3,131	$	(2,312)

DILUTED EARNINGS PER COMMON SHARE(2)
Continuing operations	$	0.13	$	(0.12)
Discontinued operations(1)		—		0.03
Total diluted earnings per common share	$	0.13	$	(0.10)

(1)	The 2024 period includes the reversal of an employee-related contingent liability that expired one year after the sale of FleetNet.

(2)	Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing operations and discontinued operations due to rounding.

Our consolidated revenues decreased 6.7% for the three months ended March 31, 2025, compared to the same prior-year period. The revenue decline is primarily attributable to lower market rates and shipment levels for our Asset-Light shipping and logistics services in a soft market environment and a decrease in our Asset-Based daily tonnage levels. The decrease in tonnage levels is primarily due to lower weight per shipment and fewer daily shipments compared to the prior-year period. The year-over-year decrease in consolidated revenues for the three months ended March 31, 2025 reflects a decrease in our Asset-Based revenues of 3.7% and a decrease in our Asset-Light revenues of 10.2%. The elimination of revenues reported in the “Other and eliminations” line of consolidated revenues increased 12.2% for the three months ended March 31, 2025, compared to the same period of 2024, reflecting year-over-year changes in intersegment business levels among our operating segments.

Our Asset-Based revenue decline reflects a decrease in tonnage per day for the three months ended March 31, 2025, compared to the same period of 2024, partially offset by an increase in billed revenue per hundredweight, including fuel surcharges. The decrease in tonnage per day is a result of a softer market environment driven in part by a weaker manufacturing sector. The increase in total billed revenue per hundredweight, including fuel surcharges, was driven by lower weight per shipment, a general rate increase implemented in third quarter 2024, increases to deferred pricing agreements, and fewer volume-sized shipments that exceed standard LTL dimensions but do not require a full truckload, partially offset by a decrease in fuel surcharge revenue associated with lower fuel prices.

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The decrease in revenues of our Asset-Light segment for the three months ended March 31, 2025, compared to the same prior-year period, was impacted by a decline in revenue per shipment associated with soft market conditions, changes in business mix, and a decline in shipments per day versus the same prior-year period. Our Asset-Light segment generated approximately 36% and 37% of our total revenues before other revenues and intercompany eliminations for the three months ended March 31, 2025 and 2024, respectively.

Consolidated operating income declined year-over-year, reflecting the decrease in revenues, partially offset by a decrease in operating expenses from lower purchased transportation expense and lower employee costs in our Asset-Light segment. The year-over-year comparison of consolidated operating income was also impacted by the prior year increase in the contingent earnout consideration with no such remeasurement adjustment in the first quarter of 2025. Segment operating expenses are further described in the Asset-Based Segment Results and Asset-Light Segment Results sections of Results of Operations. In addition to the results of our operating segments, the year-over-year comparison of consolidated operating income was also impacted by items described in the following paragraphs.

Innovative technology costs impacted our consolidated operating results for the three months ended March 31, 2025 and 2024, including costs associated with Vaux™ – the innovative suite of hardware and software which modernizes and transforms how freight is loaded, unloaded, and transferred in warehouse and dock operations and combines autonomous mobile robot forklifts and reach trucks, intelligent software, and remote teleoperation capability to independently handle materials movement within warehouses, distribution centers, and manufacturing facilities, while being monitored by humans. Certain costs related to our growing number of Vaux pilot programs in customer test locations and other initiatives to optimize performance through technological innovation are reported in the “Other and eliminations” line of consolidated operating income. Our innovative technology costs decreased consolidated operating results by a total of $7.5 million (pre-tax), or $5.7 million (after-tax) and $0.25 per diluted share, for first quarter 2025, compared to $9.7 million (pre-tax), or $7.4 million (after-tax) and $0.31 per diluted share, for first quarter 2024.

The liability for contingent earnout consideration recorded for the MoLo® acquisition is evaluated at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income. Consolidated operating results were not impacted for first quarter 2025 as the fair value of the contingent earnout consideration liability was not adjusted from the December 31, 2024 balance of $2.7 million. For first quarter 2024, consolidated operating results decreased by $7.3 million (pre-tax), or $5.5 million (after-tax) and $0.23 per diluted share, due to quarterly remeasurement which resulted in a higher liability of the contingent earnout consideration. Remeasurement of the contingent earnout consideration is further described within Note B to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

For the three months ended March 31, 2024, consolidated net loss and earnings per share were impacted by a one-time, noncash impairment charge of $28.7 million (pre-tax), or $21.6 million (after-tax) and $0.90 per diluted share, to write off our equity investment in Phantom Auto, a provider of human-centered remote operation software, which ceased operations during the first quarter of 2024. This charge was recognized in “Other, net” within “Other income (costs).” The write-off of our equity investment is further described within Note B to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

In addition to the above items, the year-over-year changes in consolidated net income (loss) and earnings per share were impacted by changes in the cash surrender value of variable life insurance policies, tax benefits from the vesting of share-based compensation awards, and other changes in the effective tax rate as described within the Income Taxes section of MD&A. A portion of our variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. Changes in the cash surrender value of life insurance policies, which are reported below the operating income line in the consolidated statements of operations, decreased consolidated net income by $0.7 million, or $0.03 per diluted share, for the first quarter 2025, compared to an increase in net loss of $1.2 million, or $0.05 per diluted share, for the same prior-year period.

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Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios, such as Adjusted EBITDA, utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance. These measures provide meaningful comparisons between current and prior period results, as well as important information regarding performance trends. Accordingly, using these measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management’s opinion, do not reflect our core operating performance. Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of our operating performance, because it excludes amortization of acquired intangibles and software of the Asset-Light segment, changes in the fair value of contingent earnout consideration and our equity investment, which are significant expenses or gains resulting from strategic decisions or other factors rather than core daily operations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in our Fourth Amended and Restated Credit Agreement (see Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q). Other companies may calculate Adjusted EBITDA differently; therefore, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. Adjusted EBITDA should not be construed as a better measurement than operating income, net income (loss), or earnings per share, as determined under GAAP. The following table presents a reconciliation of Adjusted EBITDA to our net income (loss) from continuing operations, which is the most directly comparable GAAP measure for the periods presented.

Consolidated Adjusted EBITDA from Continuing Operations


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
Net Income (Loss) from Continuing Operations	$	3,131	$	(2,912)
Interest and other related financing costs		2,755		2,228
Income tax provision (benefit)		1,043		(1,765)
Depreciation and amortization(1)		39,964		36,833
Amortization of share-based compensation		2,383		2,889
Change in fair value of contingent consideration(2)		—		7,320
Change in fair value of equity investment(3)		—		28,739
Consolidated Adjusted EBITDA from Continuing Operations	$	49,276	$	73,332

(1)	Includes amortization of intangibles associated with acquired businesses.

(2)	Represents change in fair value of the contingent earnout consideration recorded for the MoLo acquisition, as previously discussed.

(3)	Represents a noncash impairment charge to write off our equity investment in Phantom Auto, as previously discussed.

Asset-Based Operations

Asset-Based Segment Overview

The Asset-Based segment consists of ABF Freight System, Inc., a wholly owned subsidiary of ArcBest Corporation, and certain other subsidiaries. Our Asset-Based segment provides freight transportation services through one of North America’s largest less-than-truckload (“LTL”) carriers. Our customers trust the LTL solutions ABF Freight has provided for over a century and rely on our unwavering commitment to quality, safety, and customer service to solve their transportation challenges through market disruptions and rapidly changing economic conditions. We are strategically investing in our Asset-Based operations to utilize technology to drive efficiency and productivity. We are also committed to our deepening customer relationships to navigate challenges now and in the future.

Our Asset-Based operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of our 2024 Annual Report on Form 10-K.

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See Note I to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of the Asset-Based segment and additional segment information, including revenues, operating expenses, and operating income for the three months ended March 31, 2025 and 2024.

The key indicators necessary to understand the operating results of our Asset-Based segment are described in the Asset-Based Segment Overview within the Asset-Based Operations section of Results of Operations in Item 7 (MD&A) of Part II of our 2024 Annual Report on Form 10-K. These key indicators are used by management to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Based segment. We quantify certain key indicators using key operating statistics, which are important measures in analyzing segment operating results from period to period.

Other companies within our industry may present different key performance indicators or operating statistics, or they may calculate their measures differently; therefore, our key performance indicators or operating statistics may not be comparable to similarly titled measures of other companies. Key performance indicators or operating statistics should be viewed in addition to, and not as an alternative for, our reported results. Our key performance indicators or operating statistics should not be construed as better measurements of our results than operating income, operating cash flow, net income (loss), or earnings per share, as determined under GAAP.

As of March 2025, approximately 81% of our Asset-Based segment’s employees were covered under the ABF National Master Freight Agreement (“2023 ABF NMFA”), the collective bargaining agreement with the International Brotherhood of Teamsters (“IBT”), which will remain in effect through June 30, 2028. The terms of the 2023 ABF NMFA continue to provide some of the best wages and benefits in the industry to our contractual employees. The combined contractual wage and benefits top hourly rate is estimated to increase approximately 4.2% on a compounded annual basis over the term of the agreement, with potential profit-sharing bonuses representing additional costs under the 2023 ABF NMFA. The contractual wage rate under the 2023 ABF NMFA increased effective July 1, 2024, and the health, welfare, and pension benefit contribution rate increased effective, primarily on August 1, 2024, resulting in a combined contractual wage and benefits top hourly rate increase of approximately 2.7%.

Asset-Based Segment Results

The following table sets forth a summary of operating expenses and operating income as a percentage of revenue for the Asset-Based segment:


	Three Months Ended
	March 31
	2025		2024
Asset-Based Operating Expenses (Operating Ratio)
Salaries, wages, and benefits	53.2	%	51.4	%
Fuel, supplies, and expenses	12.0		12.1
Operating taxes and licenses	2.0		2.0
Insurance	2.8		2.1
Communications and utilities	0.9		0.7
Depreciation and amortization	4.7		4.0
Rents and purchased transportation	10.4		9.8
Shared services	9.7		9.7
(Gain) loss on sale of property and equipment	—		—
Other	0.2		0.2
	95.9	%	92.0	%


Asset-Based Operating Income	4.1	%	8.0	%

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The following table provides a comparison of key operating statistics for the Asset-Based segment, as previously defined in the 2024 Form 10-K Asset-Based Segment Overview section:


	Three Months Ended
	March 31
	2025		2024		% Change
Workdays(1)		63.0		63.5
Billed revenue per hundredweight, including fuel surcharges	$	49.40	$	48.56	1.7	%
Billed revenue per shipment, including fuel surcharges	$	530.49	$	542.84	(2.3)	%
Tonnage per day		10,466		10,937	(4.3)	%
Shipments per day		19,491		19,566	(0.4)	%
Shipments per DSY hour		0.447		0.442	1.1	%
Weight per shipment		1,074		1,118	(3.9)	%
Pounds per mile		18.29		18.53	(1.3)	%
Average length of haul (miles)		1,124		1,110	1.3	%

(1)	Workdays represent the number of operating days during the period after adjusting for holidays and weekends.

Asset-Based Revenues

Asset-Based segment revenues for the three months ended March 31, 2025, totaled $646.3 million, compared to $671.5 million, for the same period of 2024. The decrease in revenues, compared to the prior-year period, primarily reflects a decrease in tonnage per day and weight per shipment. Billed revenue decreased 2.7% on a per-day basis for the three months ended March 31, 2025 compared to the same period of 2024, primarily reflecting a 4.3% decrease in tonnage per day, partially offset by a 1.7% increase in billed revenue per hundredweight, including fuel surcharges. The number of workdays was fewer by half of a day in the first quarter of 2025, versus the first quarter of 2024.

The decrease in tonnage per day for the three months ended March 31, 2025, compared to the same prior-year period, is primarily related to the soft market environment related to prolonged weakness in industrial production, which has resulted in lower average weight per shipment levels, while daily shipment levels decreased 0.4% for the three months ended March 31, 2025, on a per-day basis, impacted by changes in the Asset-Based business mix, as well as the softer freight environment. Some higher-weight LTL shipments have also shifted to the truckload market with its continued low rates and excess capacity.

The increase in total billed revenue per hundredweight, including fuel surcharges, for the three months ended March 31, 2025, compared to the same period of 2024, was driven by lower weight per shipment, which generally increases revenue per hundredweight, and pricing increases, offset partially by lower fuel surcharge revenue associated with lower fuel prices, compared to the prior-year period. The pricing environment continues to be rational. Excluding the impact of fuel surcharges, the percentage increase in billed revenue per hundredweight was in the low- to mid-single digits for the three months ended March 31, 2025, compared to the same period of 2024. Prices on accounts subject to deferred pricing agreements and annually negotiated contracts which were renewed during the three months ended March 31, 2025, increased an average of 4.9%, compared to the same period of 2024. The Asset-Based segment implemented nominal general rate increases on its LTL base rate tariffs of 5.9% effective on September 9, 2024, although the rate changes vary by lane and shipment characteristics.

The Asset-Based segment’s average nominal fuel surcharge rate decreased by approximately 2 percentage points in the three-month period ended March 31, 2025, compared to the same period of 2024. During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by differing degrees. Depending upon the rates of these changes and the impact on costs in other fuel- and energy-related areas, operating margins could be impacted. Whether fuel prices fluctuate or remain constant, operating results may be adversely affected if competitive pressures limit our ability to recover fuel surcharges. In periods of declining fuel prices, fuel surcharge percentages also decrease, which negatively impacts the total billed revenue per hundredweight measure and, consequently, revenues. The revenue decline may be disproportionate to the change in our fuel costs. The segment’s operating results will continue to be impacted by further changes in fuel prices and related fuel surcharges.

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Asset-Based Operating Income

The Asset-Based segment generated operating income of $26.4 million for the three months ended March 31, 2025, compared to $53.5 million, for the same period of 2024. Compared to the prior-year period, the Asset-Based segment’s operating ratio was impacted by the decline in revenues while total operating expenses remained fairly consistent between periods.

Asset-Based Operating Expenses

Labor costs, which are reported in operating expenses as salaries, wages, and benefits, amounted to 53.2% of Asset-Based segment revenues for the three-month period ended March 31, 2025, compared to 51.4%, for the same period of 2024. Salaries, wages, and benefits decreased $0.9 million for the three months ended March 31, 2025, compared to the same period of 2024, primarily reflecting lower accruals of annual incentives in the first quarter of 2025, compared to the first quarter of 2024, due to a higher operating ratio. The decrease in labor costs were also impacted by improved productivity, as measured by shipments per DSY hour, a decrease in headcount to align with lower shipment levels, and by higher utilization of purchased transportation as discussed later in this section. These productivity improvements were partially offset by contract rate increases under the 2023 ABF NMFA, as previously discussed in the Asset-Based Revenues section, including a 2.5% wage rates increase on July 1, 2024, and a 2.9% health, welfare and benefits rates increase on August 1, 2024, for a blended increase of 2.7% in 2024.

The Asset-Based segment manages costs with shipment levels; however, a number of factors impact DSY productivity, including the effect of freight profile and mix changes, utilization of local delivery agents, and efficiency of personnel. Shipments per DSY hour improved for the first quarter of 2025, compared to the same period of 2024, primarily due to continued investments in technology and network and ongoing training and development at certain key locations as the ABF Freight process compliance team continues to reinforce operational best practices throughout the Asset-Based network. For the three months ended March 31, 2025, the year-over-year decrease in pounds per mile of 1.3% reflects lower weight per shipment and an increase in the average length of haul, partially offset by an improvement in linehaul productivity.

Insurance as a percentage of revenue increased 0.7 percentage point during the three months ended March 31, 2025, compared to the same period of 2024, primarily due to an increase in the severity of third-party casualty claims in recent years and higher retention limits.

Rents and purchased transportation as a percentage of revenue increased 0.6 percentage point for the three months ended March 31, 2025, compared to the same period of 2024, primarily due to increased rent expense for new service centers, and higher utilization of rail, partially offset by rail fuel surcharge cost per mile and focused reduction in the utilization of local delivery agents and linehaul purchased transportation. Rail miles increased approximately 5% for the three months ended March 31, 2025, compared to the same prior-year period.

Depreciation and amortization as a percentage of revenue increased 0.7 percentage point for the three months ended March 31, 2025, compared to the same period of 2024, primarily due to increases in revenue equipment depreciation expense per unit as a result of increased equipment costs and due to recent service center renovations.

Asset-Light Operations

Asset-Light Segment Overview

Our Asset-Light segment is a key component of our strategy to offer a single source of integrated logistics solutions, designed to satisfy customers’ complex supply chain needs and unique shipping requirements. We are focused on growing and making strategic investments in our Asset-Light segment that enhance our service offerings and strengthen our customer relationships. Throughout our operations, we are seeking opportunities to expand our revenues by deepening existing customer relationships, securing new customers, and adding capacity options for our customers.

As supply chains become more complex, most shippers use a mix of modes to keep their supply chains moving, and our managed transportation solutions seamlessly connect these modes to build better supply chains.

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We continue to develop our managed transportation solutions as part of our strategic efforts to cross-sell our service offerings and meet the demand for services that increase operational efficiencies, reduce costs, and provide better supply chain visibility. We expect to benefit from this and other strategic initiatives as we continue to deliver innovative solutions to customers.

Our Asset-Light operations are affected by general economic conditions, as well as several other competitive factors that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of our 2024 Annual Report on Form 10-K. See Note I to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for descriptions of the Asset-Light segment and additional segment information, including revenues, operating expenses, and operating loss for the three months ended March 31, 2025 and 2024.

Key indicators are used by management to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Light segment. The key indicators necessary to understand our Asset-Light segment operating results are outlined in the Asset-Light Segment Overview within the Asset-Light Operations section of Results of Operations in Item 7 (MD&A) of Part II of our 2024 Annual Report on Form 10-K. We quantify certain key indicators using key operating statistics which are important measures in analyzing segment operating results from period to period.

Other companies within our industry may present different key performance indicators or they may calculate their key performance indicators differently; therefore, our key performance indicators may not be comparable to similarly titled measures of other companies. Key performance indicators should be viewed in addition to, and not as an alternative for, our reported results. Our key performance indicators should not be construed as better measurements of our results than operating income, operating cash flow, net income (loss), or earnings per share, as determined under GAAP.

Asset-Light Segment Results

The following table sets forth a summary of operating expenses and operating loss as a percentage of revenue for the Asset-Light segment:


	Three Months Ended
	March 31
	2025		2024
Asset-Light Segment Operating Expenses (Operating Ratio)
Purchased transportation	85.6	%	86.8	%
Salaries, wages, and benefits	7.2		7.6
Supplies and expenses	0.5		0.7
Depreciation and amortization(1)	1.3		1.3
Shared services	5.0		4.1
Contingent consideration(2)	—		1.8
Other	1.6		1.5
	101.2	%	103.8	%

Asset-Light Segment Operating Loss	(1.2)	%	(3.8)	%

(1)	Includes amortization of intangibles associated with acquired businesses.

(2)	Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition, as further discussed in Asset-Light Operating Expenses below.

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The following table provides a comparison of key operating statistics for the Asset-Light segment, as previously defined in the 2024 Form 10-K Asset-Light Segment Overview section:


	Year Over Year % Change
	Three Months Ended
	March 31, 2025
Revenue per shipment		(5.9%)
Shipments per day		(3.7%)
Shipments per employee per day		23.6%

Asset-Light Revenues

Asset-Light segment revenues decreased 10.2% to $356.0 million for the three months ended March 31, 2025, compared to $396.4 million for the same respective period of 2024. Current year results have been impacted by lower average revenue per shipment associated with a soft market environment, a higher mix of managed transportation business which has smaller shipment sizes and lower revenue per shipment metrics, and a decrease in average daily shipments due to a strategic reduction in less profitable truckload volumes, for the three months ended March 31, 2025. Many of our Asset-Light service lines achieved a year-over-year increase in market pricing during the three months ended March 31, 2025, compared to the same period 2024, despite the continued soft freight environment and excess capacity in the truckload market which continues to impact spot market rates resulting in an overall lower revenue per shipment for our Asset-Light segment.

Asset-Light Operating Loss

The Asset-Light segment operating loss totaled $4.4 million for the three months ended March 31, 2025, compared to an operating loss of $15.3 million for the same period of 2024. The year-over-year improvement in operating results reflects decreases in operating expenses, discussed in the paragraphs below, including the impact of the prior year increase in the contingent earnout consideration liability with no such quarterly remeasurement adjustment in first quarter 2025, partially offset by lower revenues.

Asset-Light Operating Expenses

Operating expenses decreased $51.2 million during the three months ended March 31, 2025, compared to the same prior-year period, and decreased as a percentage of revenue by 2.6 percentage points in the same respective period.

Purchased transportation costs as a percentage of revenue decreased 1.2 percentage points for the three months ended March 31, 2025, compared to the same prior-year period, reflecting a $39.5 million reduction of purchased transportation costs during the first quarter of 2025. Changes in market capacity impact the cost of purchased transportation and may not correspond to the timing of revisions to customer pricing and revenue per shipment. There can be no assurance that we will be able to secure prices from our customers that will allow us to maintain or improve our margins on the cost of sourcing carrier capacity.

Contingent earnout consideration, as previously described in the Consolidated Results section of Results of Operations, decreased as a percentage of revenue by 1.8 percentage points for the three months ended March 31, 2025, compared to the same prior-year period. The contingent earnout consideration is discussed further in Note B to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Salaries, wages, and benefits decreased $4.8 million, and as a percentage of revenue, decreased 0.4 percentage point, for the three months ended March 31, 2025, compared to the same prior-year period, as the segment continued efforts to align resources with business levels. Shipments per employee per day improved 23.6% for the three months ended March 31, 2025, compared to the same prior-year period, as a result of these efforts, combined with changes in business mix and technology advancements from the digital roadmap initiatives.

Shared services as a percentage of revenue increased 0.9 percentage point for the three months ended March 31, 2025, compared to the same prior-year period, primarily reflecting the impact of lower revenues during the first quarter of 2025.

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Asset-Light Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Asset-Light Adjusted EBITDA”)

We report our financial results in accordance with GAAP. However, management believes that certain non-GAAP performance measures and ratios, such as Asset-Light Adjusted EBITDA, which is utilized for internal analysis, provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management’s opinion, do not reflect our core operating performance. Management uses Asset-Light Adjusted EBITDA as a key measure of performance and for business planning. This measure is particularly meaningful for analysis of our Asset-Light segment, because it excludes amortization of acquired intangibles and software and changes in the fair value of contingent earnout consideration, which are significant expenses or gains resulting from strategic decisions or other factors rather than core daily operations. Management also believes Asset-Light Adjusted EBITDA to be relevant and useful information, as EBITDA is a standard measure commonly reported and widely used by analysts, investors, and others to measure financial performance of asset-light businesses and the ability to service debt obligations. Other companies may calculate adjusted EBITDA differently; therefore, our calculation of Asset-Light Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. Asset-Light Adjusted EBITDA should not be construed as a better measurement than operating loss, as determined under GAAP.

Asset-Light Adjusted EBITDA


	Three Months Ended
	March 31
	2025		2024

	(in thousands)
Operating Loss(1)	$	(4,380)	$	(15,258)
Depreciation and amortization(2)		4,618		5,078
Change in fair value of contingent consideration(3)		—		7,320
Asset-Light Adjusted EBITDA	$	238	$	(2,860)

(1)

The calculation of Asset-Light Adjusted EBITDA as presented in this table begins with operating loss as the most directly comparable GAAP measure. Other income (costs), income taxes, and net income are reported at the consolidated level and not included in the operating segment financial information evaluated by management to make operating decisions. Consolidated Adjusted EBITDA is reconciled to consolidated net income (loss) from continuing operations in the Consolidated Results section of Results of Operations.

(2)	Includes amortization of intangibles associated with acquired businesses. Amortization of acquired intangibles totaled $3.2 million for both the three-month periods ended March 31, 2025 and 2024 and is expected to total approximately $13.0 million for full-year 2025, consistent with 2024.

(3)

Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition. The liability for contingent consideration is evaluated at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income. See Note B to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current Economic Conditions

Recent trade and tariff policies have increased market uncertainty during the first quarter of 2025, as trade and tariff disputes have weighed heavily on business confidence. Geopolitical instability continues to negatively impact the global economy and threaten the availability of raw materials. Macroeconomic conditions continue to be challenged by higher interest rates, above target-level inflation, supply chain disruptions and a slowing labor market, contributing to stock market volatility. Recession risk is considered to have increased during the first quarter of 2025. Although the housing market, which is another near-term recession indicator, has stabilized, it remains at low levels. Dramatic swings in the 10‑year treasury yield due to elevated economic uncertainty have limited the predictability of near-term mortgage rates, one of the biggest factors influencing the housing market.

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Although inflation is easing, the manufacturing sector, as measured by the Purchasing Managers’ Index (“PMI”), contracted in March 2025. The contraction follows two months of growth after a period of continuous contraction since November 2023, except for a brief expansion in March 2024. This trend has contributed to a decrease in freight volumes. In the first quarter of 2025, the economy contracted as measured by U.S. real gross domestic product (“real GDP”), with the first quarter 2025 annual real GDP rate decrease being primarily driven by decreased government spending.

Although we implemented a general rate increase and secured increases on deferred pricing agreements and annually negotiated contracts during the three months ended March 31, 2025, the Asset-Based segment has seen lower tonnage levels as a result of the soft market environment and lower shipment levels as a result of changes in the Asset-Based business mix. There can be no assurance that the economic environment, including the impact of interest rates on consumer demand, will be favorable for our freight services in future periods.

Given the uncertainties of current economic conditions, there can be no assurance that our estimates and assumptions regarding the pricing environment and economic conditions, which are made for purposes of impairment tests related to operating assets and deferred tax assets, will prove to be accurate. Extended periods of economic disruption and resulting declines in industrial production and manufacturing and consumer spending could negatively impact demand for our services and have an adverse effect on our results of operations, financial condition, and cash flows. The soft freight environment and increased mix of managed transportation shipments contributed to a year-over-year decline in revenue per shipment for our Asset-Light segment during the three months ended March 31, 2025, compared to the first quarter of 2024. There can be no assurance that we will be able to secure adequate prices from new business or from our existing customers to maintain or improve our operating results. Significant declines in our business levels or other changes in cash flow assumptions or other factors that negatively impact the fair value of the operations of our reporting units could result in impairment and a resulting noncash write-off of a significant portion of the goodwill and intangible assets of our Asset-Light segment, which would have an adverse effect on our financial condition and operating results.

Effects of Inflation

Inflation remains above the Federal Reserve’s long-term target inflation rate of 2%. Global supply chain volatility and labor and energy shortages, in addition to the impact of federal monetary policy, have elevated costs higher across a broad array of consumer goods. The consumer price index (“CPI”) increased 2.4%, before seasonal adjustment, year-over-year in March 2025 despite decreasing 0.1% from February 2025. While CPI has declined from the level reached in June 2022 due to market response to the Federal Reserve’s tighter monetary policy implemented in March 2022, recent CPI readings continue to indicate an ongoing challenge in achieving the Federal Reserve’s target inflation rate. Inflation is impacted by energy prices, including petroleum products; and insurance services, which have decreased in recent months. Inflation is also impacted by housing prices, which as previously noted remain elevated while showing signs of slowing growth. Most of our expenses are affected by inflation, which generally results in increased operating costs. As such, there can be no assurances of the potential impact of inflationary conditions on our business, including demand for our transportation services.

Generally, inflationary increases in labor and fuel costs as they relate to our Asset-Based operations have historically been mostly offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher associated fuel surcharges on the overall price to the customer influences our ability to obtain increases in base freight rates. In addition, certain nonstandard arrangements with some of our customers have limited the amount of fuel surcharge recovered. Our Asset-Based segment’s ability to fully offset inflationary and contractual cost increases can be challenging during periods of recessionary and uncertain economic conditions.

Generally, inflationary increases in labor and operating costs related to our Asset-Light operations have historically been offset through price increases. The pricing environment, however, generally becomes more competitive during economic downturns, which may, as it has in the past, affect the ability to obtain price increases from customers both during and following such periods. The pricing environment remains competitive, and we believe that Asset-Light pricing has stabilized at the bottom of the truckload market cycle. The impact of excess capacity in the truckload market continued in early 2025, however, carriers are slowly exiting the market.

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The market continues to adjust to the impact of supply chain disruptions and recent trade and tariff policy changes. The prices for our revenue equipment (tractors and trailers) used in our business operations have increased partly as a result of inflationary pressures, and will likely continue to be replaced at higher per-unit costs, which could result in higher depreciation charges on a per-unit basis. We consider these costs in setting our pricing policies, although the overall freight rate structure is governed by market forces. In addition to general effects of inflation, the motor carrier freight transportation industry faces rising costs related to insurance claims, compliance with government regulations on safety, equipment design and maintenance, driver utilization, emissions, and fuel economy.

Environmental and Legal Matters

We are subject to federal, state, and local environmental laws and regulations relating to, among other things: emissions control, transportation or handling of hazardous materials, underground and aboveground storage tanks, stormwater pollution prevention, contingency planning for spills of petroleum products, and disposal of waste oil. We may transport or arrange for the transportation of hazardous materials and explosives, and we operate in industrial areas where truck service centers and other industrial activities are located and where groundwater or other forms of environmental contamination could occur.

Physical effects from climate change, including more frequent and severe weather events, have the potential to adversely impact our business levels and employee working conditions, cause shipping delays or disruption to our operations, increase our operating costs, and cause damage to our property and equipment. Due to the uncertainty of these matters, we cannot estimate the impact of climate-related developments on our operations or financial condition at this time. These and other matters related to climate change and the related risks to our business are further discussed in Part I, Item 1 (Business) and Part I, Item 1A (Risk Factors) of our 2024 Annual Report on Form 10-K. We continue our commitment to advance sustainability issues that are critical to our business and our customers’ businesses by investing in innovative technologies, developing our employees, and enhancing our capabilities and services for customers.

We are involved in various legal actions, the majority of which arise in the ordinary course of business. We maintain liability insurance against certain risks arising out of the normal course of our business, subject to certain self-insured retention limits. We routinely establish and review the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows. See Note J to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q for further discussion of the legal matters in which we are currently involved.

Liquidity and Capital Resources

Our primary sources of liquidity are cash, cash equivalents and short-term investments; cash generated by continuing operations; and borrowing capacity under our revolving credit facility or our accounts receivable securitization program.

Cash Flow and Short-Term Investments

Components of cash and cash equivalents and short-term investments, which are further described in Note B to our consolidated financial statements included in Part I, Item 1 of the Quarterly Report on Form 10-Q, were as follows:


	March 31		December 31
	2025		2024

	(in thousands)
Cash and cash equivalents	$	74,122	$	127,444
Short-term investments		24,552		29,759
Total	$	98,674	$	157,203

Cash, cash equivalents and short-term investments decreased $58.5 million from December 31, 2024 to March 31, 2025, due to lower business levels from seasonal demand fluctuations in addition to the prolonged freight recession; the payment of expenses accrued at year-end, including wage-related incentives and previously disclosed legal settlements; continued efforts to return capital to shareholders through share repurchases and dividends; planned capital expenditures, net of financings; and the assumption of two lease agreements, which included lease buyout payments during the quarter.

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Cash used in operating activities during the three months ended March 31, 2025 was $22.3 million, compared to $6.5 million of cash provided by operating activities in the same prior-year period. Changes in operating assets and liabilities, excluding income taxes, increased cash used in operating activities by $69.4 million during the three months ended March 31, 2025 and decreased cash provided by operating activities by $46.6 million during the same period of 2024. The year-over-year increase in accounts receivable and the year-over-year decreases in accounts payable and accrued expenses contributed to the increase of cash used in operating activities. The remainder of the change in operating assets and liabilities was primarily related to lease buyouts during the first quarter of 2025, compared to a single lease buyout during the first quarter of 2024.

Cash used in investing activities during the three-month periods ended March 31, 2025 and 2024 were impacted by $11.2 million and $53.8 million, respectively, on capital expenditures, net of proceeds from asset sales and financings, including property purchases and the renovation of properties for our Asset-Based network. See Capital Expenditures below for estimated annual expenditure amounts for 2025.

Cash used to fund promissory note payments of $17.3 million, during the three months ended March 31, 2025, was offset by borrowings under the Credit Facility of $25.0 million. During the three months ended March 31, 2025, we repurchased 258,765 shares of our common stock under our share repurchase program for an aggregate cost of $22.0 million. We also continued to return capital to our shareholders with our quarterly dividend payments, which totaled $2.8 million during the three months ended March 31, 2025. Our dividends and share repurchase program are further discussed in Other Liquidity below.

Financing Arrangements

We financed the purchase of $17.4 million of revenue equipment through notes payable during the three months ended March 31, 2025. Future payments due under our notes payable totaled $233.1 million, including interest, as of March 31, 2025, for an increase of $27.6 million from December 31, 2024.

During the first quarter of 2025, we borrowed $25.0 million on the Credit Facility, reducing our borrowing availability to $225.0 million.

We have an accounts receivable securitization program, which matures on July 1, 2025. As of March 31, 2025, standby letters of credit of $23.7 million have been issued under the program which reduced our available borrowing capacity to $26.3 million.

Our financing arrangements and the scheduled maturities of our long-term debt obligations, are disclosed in Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Contractual Obligations

We have purchase obligations, consisting of authorizations to purchase and binding agreements with vendors, relating to revenue equipment used in our Asset-Based operations, other equipment, facility improvements, software, service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of March 31, 2025. These purchase obligations totaled $195.3 million as of March 31, 2025, with $180.4 million expected to be paid within the next year, provided that vendors complete their commitments to us. As of March 31, 2025, the amount of our purchase obligations decreased $0.5 million from December 31, 2024.

As of March 31, 2025, contractual obligations for operating lease liabilities, primarily related to our Asset-Based service centers, totaled $307.4 million, including imputed interest, for an increase of $39.8 million from December 31, 2024. The scheduled maturities of our operating lease liabilities as of March 31, 2025 are disclosed in Note E to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no other material changes in the contractual obligations disclosed in our 2024 Annual Report on Form 10-K during the three months ended March 31, 2025.

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We have no investments, loans, or any other known contractual arrangements with unconsolidated special-purpose entities, variable interest entities, or financial partnerships, and we have no outstanding loans with executive officers or directors.

Capital Expenditures

For 2025, our total capital expenditures, including amounts financed, are estimated to range from $225.0 million to $275.0 million, net of asset sales. These 2025 estimated net capital expenditures include revenue equipment purchases of $130.0 million to $140.0 million, primarily for our Asset-Based operations. Our 2025 expected capital expenditures also include $60.0 million to $80.0 million of investments in real estate and facility upgrades to support our growth plans, as well as other investments across the enterprise, such as technology-related items and miscellaneous dock equipment upgrades and enhancements. We have the flexibility to adjust certain planned 2025 capital expenditures as business levels dictate. Depreciation and amortization expense, excluding amortization of intangibles, is estimated to be approximately $164.0 million in 2025. The amortization of intangible assets is estimated to be approximately $13.0 million in 2025, primarily related to purchase accounting amortization associated with the MoLo acquisition.

Other Liquidity Information

General economic conditions and the related impact on our business (primarily tonnage and shipment levels and the pricing that we receive for our services in future periods) could affect our ability to generate cash from operating activities and maintain cash, cash equivalents, and short-term investments on hand. Our Credit Facility and A/R Securitization provide available sources of liquidity with flexible borrowing and payment options. We believe these agreements provide borrowing capacity necessary for growth of our business. During the next twelve months and for the foreseeable future, we believe existing cash, cash equivalents, short-term investments, cash generated by operating activities, and amounts available under our Credit Facility will be sufficient to finance our operating expenses; fund our ongoing initiatives to grow our business, including investments in technology; repay amounts due under our financing arrangements; and pay contingent earnout consideration related to the MoLo acquisition if it is earned. We also have borrowing capacity available under our A/R securitization until maturity on July 1, 2025. Notes payable, finance leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to us.

We continue to take actions to return capital to shareholders with our quarterly dividend payments and treasury stock purchases. On April 25, 2025, we announced our Board of Directors declared a dividend of $0.12 per share payable to stockholders of record as of May 9, 2025. We expect to continue to pay quarterly dividends on our common stock in the foreseeable future, although there can be no assurance in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon our future earnings, capital requirements, and financial condition; contractual restrictions applying to the payment of dividends under our Credit Facility; and other factors.

During the three months ended March 31, 2025, we purchased 258,765 shares of our common stock for an aggregate cost of $22.0 million, including shares purchased under Rule 10b5‑1 plans. As of March 31, 2025, $34.6 million remained available under the share repurchase program (see Note G to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

Balance Sheet Changes

Other Accounts Receivable

Other accounts receivable decreased $11.0 million from December 31, 2024 to March 31, 2025, reflecting the settlement by insurers of the previously disclosed auto accident legal matter involving a MoLo carrier, which is further discussed in our 2024 Annual Report on Form 10‑K.

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Operating Right of Use Assets and Operating Lease Liabilities

The increase in operating right-of-use assets of $35.9 million and in operating lease liabilities, including current portion, of $24.3 million from December 31, 2024 to March 31, 2025, was primarily due to the assumption of two lease agreements, which included upfront lease buyout payments, and lease renewals during the first quarter of 2025.

Accrued Expenses

Accrued expenses decreased $42.0 million from December 31, 2024 to March 31, 2025, primarily due to the payment by insurers of the auto accident legal matter involving a MoLo carrier and payment of the Fair Labor Standards Act legal settlement, which are further discussed in our 2024 Annual Report on Form 10-K, and payments made during first quarter 2025 for certain performance-based incentive plans and contributions to our defined contribution plan which were accrued at December 31, 2024, offset partially by increase in accrued wages due to timing of payments and higher third-party casualty reserves due to an increase in average claims costs and increased retention levels.

Long-term Debt

The $25.1 million increase in long-term debt, including current portion, from December 31, 2024 to March 31, 2025 is primarily due to the $25.0 million borrowing on the Credit Facility during first quarter 2025 as $17.4 million of equipment financed was offset by payments on notes payable of $17.3 million.

Income Taxes

For continuing operations, our effective tax rate was 25.0% for the three months ended March 31, 2025, compared to an effective tax benefit rate of 37.7% for the same period of 2024. The federal statutory tax rate is 21.0% and the average state tax rate, net of the associated federal deduction, is approximately 5%. However, various factors and changes in nondeductible expenses and the cash surrender value of life insurance may cause the full-year 2025 tax rate to vary significantly from the statutory rate.

Reconciliation between the effective income tax rate for continuing operations, as computed on income before income taxes, and the statutory federal income tax rate is presented in the following table:


	Three Months Ended
	March 31
	2025				2024

	(in thousands, except percentages)
Income tax provision (benefit) at the statutory federal rate	$	876	21.0	%	$	(982)	(21.0)
Federal income tax effects of:
Life insurance proceeds and changes in cash surrender value		144	3.4	%		(257)	(5.5)
Nondeductible compensation under IRC Section 162(m)		23	0.6	%		134	2.9
Tax benefit from vested RSUs		(2)	—	%		(487)	(10.4)
Alternative fuel credit(1)		—	—	%		(287)	(6.1)
Nondeductible expenses and other(2)		(418)	(10.0)	%		8	0.1
Federal income tax provision (benefit)	$	623	15.0	%	$	(1,871)	(40.0)
State income tax provision		420	10.0	%		106	2.3
Total provision (benefit) for income taxes for continuing operations	$	1,043	25.0	%	$	(1,765)	(37.7)

(1)	The federal alternative fuel tax credit expired at December 31, 2024.

(2)	For 2024, certain reclassifications have been made to conform to the current year presentation, including combining immaterial amounts into "Other" and breaking out non-deductible compensation under IRC Section 162(m), which was previously reported in "Non-deductible expenses."

At March 31, 2025, we had $70.0 million of net deferred tax liabilities after valuation allowances. We evaluated the need for a valuation allowance for deferred tax assets at March 31, 2025 by considering the future reversal of existing taxable temporary differences, future taxable income, and available tax planning strategies. Valuation allowances for deferred tax assets totaled $1.7 million at both March 31, 2025 and December 31, 2024. As of March 31, 2025, deferred tax liabilities which will reverse in future years exceeded deferred tax assets.

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Financial reporting income may differ significantly from taxable income because of items such as vacation pay, workers’ compensation and third-party casualty claims and other liabilities, and payments for legal settlement and lease buy‑outs, which, for tax purposes, are generally deductible only when paid. For the three months ended March 31, 2025, financial reporting income exceeded income determined under income tax law. For the three months ended March 31, 2024, there is income determined under income tax law, but a loss for financial reporting.

During the three months ended March 31, 2025, we made state and foreign tax payments of $0.8 million. Management does not expect the cash outlays for income taxes will materially exceed reported income tax expense for the foreseeable future.

Our total effective tax rate was 25.0% for the three months ended March 31, 2025, compared to a total effective tax benefit rate of 40.3% for the same period of 2024, including discontinued operations in 2024. Income tax expense reflected in discontinued operations, which primarily consisted of federal and state income taxes on the gain on the sale of FleetNet, was $0.2 million, or an effective tax rate of 25.5% for the three months ended March 31, 2024.

Critical Accounting Policies

The accounting policies that are “critical,” or the most important, to understand our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2024 Annual Report on Form 10-K. There have been no updates to our critical accounting policies during three months ended March 31, 2025. Management believes that there is no new accounting guidance issued but not yet effective that will impact our critical accounting policies.

Forward-Looking Statements

Certain statements and information in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “designed,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: data privacy breaches, cybersecurity incidents, and/or failures of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely; interruption or failure of third-party software or information technology systems, including but not limited to licensed software; untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with, new or enhanced technology or processes; the loss or reduction of business from large customers or an overall reduction in our customer base; the timing and performance of growth initiatives and the ability to manage our cost structure; the cost, integration, and performance of acquisitions and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors; maintaining our corporate reputation and intellectual property rights; establishing and maintaining adequate internal controls financial reporting; nationwide or global disruption in the supply chain resulting in increased volatility in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and upskill employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future governmental laws and regulations, including, but not limited to, environmental laws and regulations, such as emissions-control regulations and fuel efficiency regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements and other business initiatives; self-insurance claims, insurance premium costs, and loss of our ability to self-insure; potential impairment of long-lived assets and goodwill and intangible assets; the effects of a widespread outbreak of an illness or disease or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural disasters, health epidemics, geopolitical conflicts, acts of war, cybersecurity incidents, or trade restrictions; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”).

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For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk results from fluctuations in interest rates primarily resulting from our debt portfolio. Our debt portfolio includes notes payable with a fixed rate of interest, which mitigates the impact of fluctuations in interest rates. Future issuances of long-term debt could be impacted by increases in interest rates, which could result in higher interest costs. Borrowings under our revolving credit facility and accounts receivable securitization program are at a variable interest rate and expose us to the risk of increasing interest rates. See Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion of our interest rates.

Discussion of current economic conditions and related impact on our business can be found in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Quarterly Report on Form 10-Q.

There have been no other significant changes in the Company’s market risks as reported in the Company’s 2024 Annual Report on Form 10-K since December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2025.

There were no changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II.

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS

For information related to the Company’s legal proceedings, see Note J, Legal Proceedings, Environmental Matters, and Other Events under Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

The Company’s risk factors are fully described in the Company’s 2024 Annual Report on Form 10-K. No material changes to the Company’s risk factors have occurred since the Company filed its 2024 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)Recent sales of unregistered securities.

None.

(b)Use of proceeds from registered securities.

None.

(c)Purchases of equity securities by the issuer and affiliated purchasers.

The Company has a program (the “share repurchase program”) to repurchase its common stock in the open market or in privately negotiated transactions. The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. In February 2024, the Board reauthorized the program and increased the total amount available for purchases of the Company’s common stock under the program to $125.0 million.

During the three months ended March 31, 2025, the Company repurchased 258,765 shares for aggregate cost of $22.0 million, including 160,808 shares for an aggregate cost of $14.3 million under Rule 10b5-1 plans, which allows for stock repurchases during closed trading windows. As of March 31, 2025 and December 31, 2024, the Company had $34.6 million and $56.6 million, respectively, remaining under its share repurchase program.


				Total Number of	Maximum
				Shares Purchased	Approximate Dollar
	Total Number	Average		as Part of Publicly	Value of Shares that
	of Shares	Price Paid		Announced	May Yet Be Purchased
Period	Purchased	Per Share(1)		Program	Under the Program

	(in thousands, except share and per share data)
1/1/2025-1/31/2025	91,728	$	96.78	91,728	$	47,698
2/1/2025-2/28/2025	54,552		87.07	54,552	$	42,948
3/1/2025-3/31/2025	112,485		74.35	112,485	$	34,585
Total	258,765	$	84.98	258,765

(1)	Represents weighted-average price paid per common share including commission.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4.

None.

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MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a)

None.

(b)

None.

(c)

During the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a‑1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS

The following exhibits are filed or furnished with this report or are incorporated by reference to previously filed material:


Exhibit No.

2.1		Agreement and Plan of Merger, dated September 29, 2021, by and among the Company, Simba Sub, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2021, File No. 000-19969, and incorporated herein by reference).

2.2		Consent and Amendment to the Agreement and Plan of Merger, dated October 25, 2021, by and among the Company, Simba Sub, LLC, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.2 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2022, File No. 000-19969, and incorporated herein by reference).

2.3		Second Amendment to Agreement and Plan of Merger, dated March 31, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2022, File No. 000-19969, and incorporated herein by reference).

2.4		Third Amendment to Agreement and Plan of Merger, dated May 6, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2022, File No. 000-19969, and incorporated herein by reference).

3.1		Third Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 10-Q, filed with the SEC on May 3, 2024, File No. 000-19969, and incorporated herein by reference).

3.2		Ninth Amended and Restated Bylaws of the Company dated as of February 20, 2025 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 26, 2025, File No. 000-19969, and incorporated herein by reference).

10.1#*		ArcBest Corporation Executive Officer Incentive Compensation Plan.

10.2#*		ArcBest Executive Officer Annual Incentive Compensation Plan.

10.3#*		ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan.

10.4#*		Form of Restricted Stock Unit Award Agreement (Employees) (for 2025 awards).

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**		Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document – the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		The Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

# Designates a compensation plan or arrangement for directors or executive officers.

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ARCBEST CORPORATION
	(Registrant)

Date: May 2, 2025	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman and Chief Executive Officer
	(Principal Executive Officer)


Date: May 2, 2025	/s/ J. Matthew Beasley
	J. Matthew Beasley
	Chief Financial Officer
	(Principal Financial Officer)

EX-10.1 2 arcb-20250331xex10d1.htm EX-10.1

EXHIBIT 10.1

ARCBEST CORPORATION

EXECUTIVE OFFICER INCENTIVE COMPENSATION PLAN

As Amended and Restated Effective January 1, 2025*

SECTION 1. ESTABLISHMENT AND PURPOSE

1.1 ESTABLISHMENT OF THE PLAN. ArcBest Corporation, a Delaware corporation, hereby establishes an incentive compensation plan to be known as the “Executive Officer Incentive Compensation Plan” (the “Plan”), as set forth in this document. The Plan permits cash incentive compensation awards to Executive Officers of the Company and Subsidiaries through various Component Plans. The Plan, as amended and restated, shall become effective as of January 1, 2025 (the “Effective Date”) and shall remain in effect until terminated as provided in Section 10 herein.

1.2 PURPOSE. The purposes of the Plan are to: (a) retain and attract qualified individuals by rewarding those practices which enhance the financial performance of the Company; (b) encourage teamwork among Executive Officers in various segments of the Company; and (c) reward performance with pay that varies in relation to the extent to which the pre-established goals are achieved.

SECTION 2. DEFINITIONS

Unless otherwise set forth in the applicable Component Plan or other documents governing an Individual Award Opportunity, the following terms shall have the meanings set forth below whenever used in this document and, when the defined meaning is intended, the term is capitalized:

2.1 “ACT OF MISCONDUCT” means the Executive Officer (i) has committed an act of (a) gross misconduct or fraud in the performance of the Executive Officer’s duties to the Company or any Subsidiary, (b) embezzlement, fraud, or dishonesty, (c) material theft or misappropriation of Company or Subsidiary property, (d) nonpayment of any obligation owed to the Company or any Subsidiary, (e) breach of fiduciary duty, (f) violation of Company ethics policy or code of conduct, or (g) deliberate disregard of Company or Subsidiary rules; (ii) is convicted of or enters a guilty plea or plea of nolo contendere with regard to any felony or act of moral turpitude; (iii) makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information; (iv) solicits any employee or service provider to leave the employ or cease providing services to the Company or any Subsidiary; (v) breaches any intellectual property or assignment of inventions covenant; (vi) engages in any conduct constituting unfair competition or breaches any non-competition agreement; (vii) induces any Company or Subsidiary customer to breach a contract with the Company or any Subsidiary or to cease doing business with the Company or any Subsidiary; or (viii) induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agency relationship.

2.2 “ANNUAL PLAN” means the ArcBest Executive Officer Annual Incentive Compensation Plan.

2.3 “ARCBEST” or “COMPANY” means ArcBest Corporation, a Delaware corporation, (including, as appropriate, any and all Subsidiaries) and any successor thereto.

2.4 “BOARD” OR “BOARD OF DIRECTORS” means the ArcBest Board of Directors.

2.5 “CHANGE IN CONTROL” shall have the same meaning as set forth in the Change in Control Plan.

2.6 “CHANGE IN CONTROL PLAN” means the Company’s Amended and Restated 2012 Change in Control Plan, as amended or restated from time to time.

2.7 “CODE” means the Internal Revenue Code of 1986, as amended.

2.8 “COMMITTEE” means a committee of individuals appointed by the Board to administer the Plan pursuant to Section 3 herein.

2.9 “COMPONENT PLAN” means an incentive compensation plan governed by this Plan, which sets forth specific terms and conditions applicable to an Individual Award Opportunity. As of January 1, 2025, the Component Plans include the Annual Plan and the LTIP.

2.10 “DISABILITY” means a physical or mental condition resulting from bodily injury, disease or mental disorder that constitutes a disability under the terms of the Company’s short term or long-term disability insurance policy.

2.11 “EFFECTIVE DATE” means the date the Plan becomes effective, as set forth in Section 1.1 herein.

2.12 “EMPLOYEE” means a full-time, salaried employee of the Company or a Subsidiary.

2.13 “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.14 “EXECUTIVE OFFICER” means an Employee who the Board has designated as an Executive Officer (as such term is defined in Rule 3b-7 promulgated under the Exchange Act), in its sole discretion.

2.15 “FINAL AWARD” means the actual award earned during a Measurement Period by a Participant under a Component Plan.

2.16 “GOOD REASON” shall have the same meaning as set forth in the Company’s Amended and Restated 2012 Change in Control Plan, as amended from time to time.

2.17 “INDIVIDUAL AWARD OPPORTUNITY” means the various levels of cash incentive award compensation which an Executive Officer may earn under a Component Plan.

2.18 “LTIP” means the ArcBest Executive Officer Long-Term Incentive Compensation Plan.

2.19 “MEASUREMENT PERIOD” means a measurement period of up to ten years as specified by the Committee and set forth in a Component Plan or the documents governing an Individual Award Opportunity.

2.20 “PARTICIPANT” means an Executive Officer who participates in the Plan with respect to a Measurement Period, subject to the terms of the applicable Component Plan.

2.21 “QUALIFIED TERMINATION” shall have the same meaning as set forth in the Change in Control Plan.

2.22 “RETIREMENT” means termination from active employment with the Company and its Subsidiaries, other than due to an Act of Misconduct, (a) at or after age 55 and with at least ten (10) years of service with the Company and its Subsidiaries, or (b) at or after age 65.

2.23 “SUBSIDIARY” means any corporation, limited liability company, partnership, or other entity in which ArcBest, or a Subsidiary of ArcBest, owns fifty percent (50%) or more of the total combined voting power of all classes of stock or other ownership interests.

2.24 “TARGET INCENTIVE” means the award that may be paid in cash to a Participant under a Component Plan when “targeted” performance results, as established by the Committee, are attained.

SECTION 3. ADMINISTRATION

3.1 THE COMMITTEE. The Compensation Committee of the Board shall initially administer the Plan. Subject to the terms of this Plan, the Board may appoint a successor Committee to administer the Plan. The members of the Committee shall be appointed by, serve at the discretion of, and must be independent members of the Board.

3.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions herein, the Committee shall have full power to determine the Employees who qualify as Executive Officers and Participants; determine the size and types of performance measurements and goals, Individual Award Opportunities and Target Incentives; determine the terms and conditions of Individual Award Opportunities in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and amend the terms and conditions of any outstanding Individual Award Opportunities to the extent such terms and conditions are within the sole discretion of the Committee as provided in Section 10 herein. Further, the Committee shall make all other determinations that may be necessary for the administration of the Plan. The Committee may, from time-to-time, delegate some or all of its authority hereunder.

3.3 DECISIONS BINDING. All determinations and decisions of the Committee in the administration of the Plan, including questions of construction and interpretation, shall be final, binding, and conclusive upon all parties.

SECTION 4. ELIGIBILITY AND PARTICIPATION

Each Executive Officer shall be eligible to participate in the Plan for each Measurement Period in which he is an Executive Officer, subject to the terms of the applicable Component Plan.

SECTION 5. AWARD DETERMINATION

5.1 PERFORMANCE MEASURES AND PERFORMANCE GOALS. No later than ninety (90) days after the beginning of each Measurement Period, the Committee shall select performance measures and shall establish in writing any performance goals applicable to that Measurement Period.

Performance measures which may serve as determinants of Participants’ Individual Award Opportunities may include, but shall not be limited to, (1) earnings per share; (2) revenues; (3) cash flow; (4) operating cash flow; (5) cash flow return; (6) return on net assets; (7) return on assets; (8) return on investment; (9) return on capital employed; (10) return on equity; (11) economic value added; (12) operating profit margin; (13) contribution margin; (14) net income; (15) net income per share; (16) pretax earnings or income; (17) pretax earnings before interest, depreciation and amortization; (18) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; (19) total stockholder return; (20) debt; (21) market share; (22) expenses; (23) net profit margin; (24) capitalization; (25) change in the fair market value of common stock; (26) operating income; (27) liquidity; (28) results of customer satisfaction surveys and safety or productivity improvement and (29) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. For purposes of clarity, such performance goals may be determined solely by reference to the performance of the Company, a Subsidiary, or a division or unit of either of the foregoing, or based upon comparisons of any of the performance measures relative to other companies. For each Measurement Period, the Committee may establish ranges of attainment of the performance goals which will correspond to various levels of Individual Award Opportunities. Each range may include levels of performance above and below the one hundred percent (100%) performance level at which a greater or lesser percent of the Target Incentive may be earned.

In establishing a performance goal, the Committee may exclude the impact of any of the following events or occurrences which the Committee determines should appropriately be excluded: (i) any amounts accrued by the Company or its Subsidiaries pursuant to management bonus plans or cash profit sharing plans and related employer payroll taxes for the fiscal year; (ii) any discretionary or matching contributions made to the savings and deferred profit-sharing plan or deferred compensation plan for the fiscal year; (iii) asset write-downs; (iv) litigation, claims, judgments or settlements; (v) the effect of changes in tax law or other such laws or regulations affecting reported results; (vi) accruals for reorganization and restructuring programs; (vii) any extraordinary, unusual or nonrecurring items as determined by the Committee in its discretion, provided such item is described, at the time the performance goal is established, in a manner that is objectively determinable; (viii) any changes in accounting principle as defined in the Accounting Standards Codification topic(s) that replaced or were formerly known as Financial Accounting Standards Board (“FASB”) Statement 154, as amended or superseded; (ix) any loss from a discontinued operation as described in the Accounting Standards Codification topic(s) that replaced or were formerly known as FASB Statement 144, as amended or superseded; (x) goodwill impairment charges; (xi) operating results for any business acquired during the Measurement Period; (xii) third party expenses associated with any acquisition by the Company or any Subsidiary; and (xiii) settlement accounting charges incurred that relate to qualified defined benefit pension plans. The calculation of performance goals shall account for any mandatory adjustments required by Company policy.

Notwithstanding any other provision of this Plan, in the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment may be made in the Individual Award Opportunities and/or the performance measures or performance goals related to then-current Measurement Periods, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

5.2 INDIVIDUAL AWARD OPPORTUNITIES AND TARGET INCENTIVES. No later than ninety (90) days after the beginning of each Measurement Period, the Committee shall establish, in writing, Individual Award Opportunities which correspond to various levels of achievement of the pre-established performance goals, including Target Incentives. The established Individual Award Opportunities and Target Incentives may vary in relation to the job classification of each Participant or among Participants in the same job classification and be established as a function of each Participant’s base salary or such other criteria as the Committee may select. In the event a Participant changes job levels during a Measurement Period, the Participant’s Individual Award Opportunity and Target Incentive may be adjusted to reflect the amount of time at each job level during the Measurement Period.

5.3 COMPUTATION OF FINAL AWARDS. Unless otherwise set forth in the applicable Component Plan or the documents governing an Individual Award Opportunity, each Participant’s Final Award shall be based on: (a) the Participant’s Target Incentive; (b) the potential Final Awards corresponding to various levels of achievement of the pre-established performance goals, as established by the Committee; and (c) Company or Subsidiary performance in relation to the pre-established performance goals.

5.4 FINAL AWARD LIMIT. The Committee may establish guidelines governing the maximum Final Award that may be earned by Participants (either in the aggregate, by Employee class, or among individual Participants) in each Measurement Period. The guidelines may be expressed as a percentage of companywide goals of financial measures, or such other measures as the Committee shall from time to time determine; provided, however, that the maximum payout with respect to a Final Award payable to any one Participant in connection with performance in any one Measurement Period under a single Component Plan shall not exceed $3,000,000 times the number of years in the Measurement Period.

5.5 NO MID-YEAR CHANGE IN AWARD OPPORTUNITIES. Except as provided in Sections 5.1 and 5.7 herein, each Participant’s Final Award shall be based exclusively on the Individual Award Opportunity levels established by the Committee pursuant to Section 5.2 above.

5.6 NONADJUSTMENT AND CERTIFICATION OF PERFORMANCE GOALS. Except as provided in Sections 5.1 and 5.7, performance goals shall not be changed following their establishment, and Participants shall not receive any payout under this Plan when the minimum performance goals are not met or exceeded. Following the completion of each Measurement Period, if the performance goals were met, the Committee shall certify in writing prior to payment of Final Awards that the corresponding performance goals for such Measurement Period were satisfied.

5.7 DISCRETIONARY ADJUSTMENTS. Prior to a Change in Control, the Committee may make any adjustment (increase or decrease) to any Participant’s Final Award if the Committee determines, in its sole discretion, that events have occurred or facts have become known which would make such adjustment appropriate and equitable, provided that in no event shall any negative adjustment be effective absent compliance with the amendment timing requirements set forth in the Change in Control Plan.

Following a Change in Control, the Committee may make a positive adjustment only to any Participant’s Final Award if the Committee determines, in its sole discretion, that events have occurred or facts have become known which would make such adjustment appropriate and equitable.

SECTION 6. PAYMENT OF FINAL AWARDS

6.1 FORM AND TIMING OF PAYMENT. Unless a deferral election is made by a Participant pursuant to Section 6.2 herein, each Participant’s Final Award shall be paid in cash, in one lump sum, as soon as the Final Award’s calculation is completed and the written certification of the Committee in Section 5.6 hereof has been issued, but in no event later than March 15 of the calendar year following the conclusion of the Measurement Period to which such Final Award relates. Except as provided in Section 7, a Participant must be employed by the Company or a Subsidiary on the date of payment to receive a Final Award.

6.2 VOLUNTARY DEFERRAL OF FINAL AWARD PAYOUTS. A Participant may defer receipt of some or all payments otherwise due under the Plan pursuant to the terms of the Company’s Voluntary Savings Plan (“VSP”).

6.3 UNSECURED INTEREST. No Participant or any other party claiming an interest in amounts earned under the Plan shall have any interest whatsoever in any specific asset of the Company or any Subsidiary. To the extent that any party acquires a right to receive payments under the Plan, such right shall be equivalent to that of an unsecured general creditor of the Company.

SECTION 7. TERMINATION OF EMPLOYMENT

7.1 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR RETIREMENT. Upon termination of a Participant’s employment with the Company by reason of death, Disability or Retirement, the Participant’s Final Award shall be adjusted as set forth in the applicable Component Plan or the documents governing an Individual Award Opportunity and paid as soon as its calculation is completed and the written certification of the Committee in Section 5.6 hereof has been issued following the end of the Measurement Period in which employment termination occurs.

In the case of a Participant’s Disability, the termination of employment shall be deemed to have occurred retroactive to the date that the Committee determines the definition of Disability to have been satisfied.

7.2 TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. The right to a Final Award, if any, in the event of termination following a Change in Control shall be as set forth in this Plan, the applicable Component Plan or the documents governing an Individual Award Opportunity, except that, upon the occurrence of the Participant’s Qualified Termination, the terms of the Change in Control Plan shall govern the Participant’s rights to a Final Award.

7.3 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Unless otherwise set forth in the applicable Component Plan or the documents governing an Individual Award Opportunity, or as provided in Sections 7.1 or 7.2 herein, in the event a Participant’s employment is terminated, the Participant’s opportunity to receive a Final Award shall be forfeited.

The Committee, in its sole discretion, may pay a prorated award for the portion of the Measurement Period that the Participant was employed by the Company, computed as determined by the Committee.

SECTION 8. RIGHTS OF PARTICIPANTS

8.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Executive Officer’s or other Employee’s employment at any time, nor confer upon any Executive Officer or other Employee any right to continue in the employ of the Company.

8.2 NONTRANSFERABILITY. No right or interest of any Executive Officer or other Employee in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge, and bankruptcy.

SECTION 9. BENEFICIARY DESIGNATION

Each Executive Officer may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Executive Officer and will be effective only when filed by the Executive Officer in writing with the Committee during his or her lifetime. Beneficiary designations filed with respect to predecessor plans prior to the adoption of this Plan shall be effective with respect to this Plan. In the absence of any such designation, benefits remaining unpaid at the Executive Officer’s death shall be paid to the beneficiary designated by the Executive Officer under the Company’s 401(k) plan, or if none, to the Executive Officer’s estate.

SECTION 10. AMENDMENTS

The Committee, or the Board, may at any time and without notice, modify or amend, in whole or in part, any or all of the provisions of the Plan, or suspend or terminate it entirely; provided, however, that no such modification, amendment, suspension, or termination may, without the consent of a Participant (or his or her beneficiary in the case of the death of the Participant), reduce the right of a Participant to a payment or distribution hereunder to which he or she is entitled at the time such actions are taken.

SECTION 11. MISCELLANEOUS

11.1 GOVERNING LAW. The Plan, the Component Plans, and all agreements and related documents hereunder, shall be governed by and construed in accordance with the laws of the state of Delaware.

11.2 WITHHOLDING TAXES. The Company shall have the right to deduct from all payments under the Plan any foreign, federal, state, or local income or other taxes required by law to be withheld with respect to such payments. Before payment of any Final Award may be deferred under Section 6, the Company may require that the Participant pay or agree to withholding for any foreign, federal, state or local income or other taxes which may be imposed on any amount deferred.

11.3 CLAWBACK. Each Individual Award Opportunity and Final Award shall remain subject to recoupment, reimbursement, or forfeiture pursuant to the ArcBest Recoupment of Incentive Compensation Policy.

11.4 SEVERABILITY. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

11.5 SUCCESSORS. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

11.6 APPLICABILITY OF PLAN. The provisions of this Plan shall apply only to Executive Officers. In the event of any inconsistencies between this Plan and the provisions of a Component Plan or the documents governing an Individual Award Opportunity, the provisions of this Plan shall control.

* Originally established January 1, 2005, amended January 1, 2010, May 1, 2015 and April 26, 2016, and amended and restated on January 1, 2025.

EX-10.2 3 arcb-20250331xex10d2.htm EX-10.2

EXHIBIT 10.2

ArcBest Executive Officer Annual Incentive Compensation Plan

Page 1 of 6

ArcBest Executive Officer Annual Incentive Compensation Plan

Pursuant to the ArcBest Corporation (“ArcBest” or “Company”) Executive Officer Incentive Compensation Plan (the “Governing Plan”), the Committee has adopted this Executive Officer Annual Incentive Compensation Plan (the “Plan”), which includes the following performance measures as set forth herein: Operating Income (“Operating Income Component”) and Return on Capital Employed (“ROCE Component”). The weighting of the performance measures and the Executive Officers eligible to participate with respect to a Measurement Period will be set forth by the Committee for the designated Measurement Period in the appendices to this Plan.

I. Defined Terms

Unless otherwise defined in this Section I, capitalized terms in this Plan shall have the same meaning as in the Governing Plan, except where the context otherwise requires.

Base Salary. Base Salary is defined as total base salary earned, while an eligible Participant in the Plan, for the designated Measurement Period. Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Governing Plan, the Company’s Short-Term Disability Policy, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

Measurement Period. The Measurement Period is defined as the period of time over which performance is measured and the Final Award is calculated as set forth in the appendices to this Plan.

Operating Income. Operating Income is defined as operating income for the Measurement Period as shown by the consolidated financial statements and consistent with the historical determination of operating income in ArcBest’s consolidated financial statements.

Return on Capital Employed. Return on Capital Employed or “ROCE” is defined as ArcBest’s return on capital employed for the Measurement Period, which is calculated as the result of the following ratio:

Net Income + After-tax Effect of Interest Expense

+ After-tax Effect of Imputed Interest Expense + After-tax Effect of Amortization of intangibles

– After-tax Effect of Income from

Cash and Short-term Investments Attributable to the reduction in Average Debt

Average Equity + Average Debt + Average Imputed Debt

The terms used in the ROCE calculation shall be defined as follows:

Net Income means consolidated net income determined in accordance with Generally Accepted Accounting Principles.

Interest Expense means (i) interest on all long and short-term indebtedness, including capital leases, and other interest-bearing obligations, and (ii) deferred financing cost amortization and other financing costs including letters of credit fees, reduced by the amount of interest expense on debt not included in Average Debt as defined below.

Imputed Interest Expense means the interest attributable to Average Imputed Debt assuming an interest rate of 7.5%.

Amortization of Intangibles means amortization of intangibles and depreciation of software related to acquired businesses including any writedown or impairment charge related to those assets.

Income from Cash and Short-term Investments Attributable to the reduction in Average Debt means income earned on the amount by which Average Debt is reduced at the average interest rate earned in cash and short-term investments for the Measurement Period.

EXHIBIT 10.2

ArcBest Executive Officer Annual Incentive Compensation Plan

Page 2 of 6

Average Equity means the average of the beginning of the Measurement Period and the end of the Measurement Period stockholder’s equity.

Average Debt means the average of the beginning of the year and the end of the year current and long-term debt, with beginning of the year and end of the year current and long-term debt reduced by the respective amount of the beginning of the year and end of the year total of unrestricted cash, cash equivalents and short-term investments, and limited to a reduction of debt to zero.

Average Imputed Debt means the average of the beginning of the year and the end of the year present value of all payments determined using an interest rate of 7.5% on operating leases of revenue equipment with an initial term of more than two years.

II. Participants

Participants in the Plan are listed in Appendix C for the designated Measurement Period. Certain employees or positions may be specifically included or excluded by the Committee. Participation in one Measurement Period does not guarantee participation in any other Measurement Period.

III. Corporate Performance Metrics

Operating Income Component: The Individual Award Opportunities provided by the Operating Income Component are based on (a) achieving certain levels of Operating Income in the Measurement Period, and (b) your Target Payout Factor. The formula below illustrates how this portion of your Final Award is computed:

Your Final Award = [Performance Factor Earned x your Target Payout Factor x your Base Salary x the Operating Income Component Weighting]

A. Performance Factor Earned. Your Performance Factor Earned for the Operating Income Component is shown in Appendix A and depends on the Operating Income achieved by ArcBest for the Measurement Period.

B. Target Payout Factor. Your Target Payout Factor is a percentage of your Base Salary. The Target Payout Factors are listed in Appendix C.

ROCE Component: The Individual Award Opportunities provided by the ROCE Component are based on (a) achieving certain levels of performance for ArcBest’s ROCE for the Measurement Period and (b) your Target Payout Factor. The formula below illustrates how this portion of your Final Award is computed:

Your Final Award = [Performance Factor Earned x your Target Payout Factor x your Base Salary x the ROCE Component Weighting]

A. Performance Factor Earned. Your Performance Factor Earned for the ROCE Component is shown in Appendix B and depends on the ROCE achieved by ArcBest for the Measurement Period.

B. Target Payout Factor. Your Target Payout Factor is a percentage of your Base Salary. The Target Payout Factors are listed in Appendix C.

Computation: If the performance result for a component falls between two rows on Appendix A or Appendix B, interpolation is used to determine the factor used in the computation of the incentive.

An example of the computation of an individual award opportunity is as follows:

Base Salary during the Measurement Period: $200,000

Target Payout Factor: 40%

Operating Income: $248,000,000 (assume this results in a 50% Performance Factor Earned)

ROCE: 14.7% (assume this results in a 121% Performance Factor Earned)

EXHIBIT 10.2

ArcBest Executive Officer Annual Incentive Compensation Plan

Page 3 of 6

Operating Income ROCE Total

Base Salary $200,000 $200,000

Your Target Payout Factor 40% 40%

Performance Factor Earned 50% 121%

Weighting 60% 40%

Your Final Award $24,000 $38,720$62,720

Maximum Amounts: The Committee has established maximum incentive amounts based on a maximum Performance Factor Earned of 250% of your Target Payout Factor for the Operating Income Component and 250% of your Target Payout Factor for the ROCE Component subject to the applicable weighting for each component as provided in Appendix A and Appendix B.

Required Adjustments: Adjustments to Operating Income and ROCE shall be made by the Company in accordance with the Policy Regarding Required Adjustments under the ArcBest Executive Officer Annual Incentive Compensation Plan and the ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan.

IV. Effect of Certain Events

In the event a Participant takes a paid leave of absence for any reason, excluding Disability, which exceeds ninety (90) days during a Measurement Period, the Participant’s Final Award shall be reduced on a pro rata basis to account for such leave of absence.

Except as otherwise set forth below, upon termination of a Participant’s employment, the Participant’s Final Award shall be paid (or forfeited) as set forth in the Governing Plan.

A.Retirement. Upon termination of a Participant’s employment with the Company or any Subsidiary by reason of Participant’s Retirement, the Participant’s Final Award shall be calculated based on the Participant’s Base Salary from the first day of the Measurement Period through the date of termination of employment. Notwithstanding the foregoing, the Participant must have completed at least ninety (90) days of the Measurement Period to be entitled to a Final Award.

B.Death or Disability. Upon termination of a Participant’s employment with the Company or any Subsidiary by reason of Participant’s death or Disability, the Participant’s Final Award shall be calculated based on the Participant’s Base Salary from the first day of the Measurement Period through the date of termination of employment.

V. Executive Officer Incentive Compensation Plan

No term or provision in this Plan may conflict with any term or provision of the Governing Plan. It is specifically intended that the Plan, Operating Income Component, ROCE Component and the corresponding appendices be an “Individual Award Opportunity” and the incentives paid hereunder be a “Final Award” under the terms of the Governing Plan.

EXHIBIT 10.2

ArcBest Executive Officer Annual Incentive Compensation Plan

Page 4 of 6

Appendix A: Operating Income Component

The Committee has adopted this Operating Income Component for the 1/1/[ ] to 12/31/[ ] Measurement Period.

	Operating Income	Performance Factor Earned

Threshold	$[ ]	50%
Target	$[ ]	100%
Maximum	$[ ]	250%

Operating Income Component Weighting: [ ] %

EXHIBIT 10.2

ArcBest Executive Officer Annual Incentive Compensation Plan

Page 5 of 6

Appendix B: ROCE Component

The Committee has adopted this ROCE Component for the 1/1/[ ] to 12/31/[ ] Measurement Period.

	ROCE	Performance Factor Earned

Threshold	[ ]%	50%
Target	[ ]%	100%
Maximum	[ ]%	250%

ROCE Component Weighting: [ ] %

EXHIBIT 10.2

ArcBest Executive Officer Annual Incentive Compensation Plan

Page 6 of 6

Appendix C: Participants and Target Payout Factors

The Committee has designated the following Plan Participants and Target Payout Factors for the 1/1/[ ] to 12/31/[ ] Measurement Period. If you are promoted to an eligible position after November 30, [ ], you will not be eligible to participate in the Plan with respect to this Measurement Period.

Participants	Target Payout Factor
[NAME]	[ ]%

EX-10.3 4 arcb-20250331xex10d3.htm EX-10.3

EXHIBIT 10.3

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Page 1 of 6

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Pursuant to the ArcBest Corporation (“ArcBest” or “Company”) Executive Officer Incentive Compensation Plan (the “Governing Plan”), the Committee has adopted this Executive Officer Long-Term Incentive Compensation Plan (the “Plan”), which includes the following performance measures as set forth herein: Return on Capital Employed (“ROCE Component”) and Total Shareholder Return (“TSR Component”). The weighting of the performance measures and the Executive Officers eligible to participate with respect to a Measurement Period will be set forth by the Committee for the designated Measurement Period in the appendices to this Plan.

I.Defined Terms

Unless otherwise defined in this Section I, capitalized terms in this Plan shall have the same meaning as in the Governing Plan, except where the context otherwise requires.

Compounded Annual Growth Rate. Compounded Annual Growth Rate or “CAGR” converts the total return into a value that indicates what the return was on an annual basis for the Measurement Period.

Measurement Period. The Measurement Period is defined as the period of time over which performance is measured and the Final Award is calculated as set forth in the appendices to this Plan.

Peer Company. Peer Company means a peer company for the designated Measurement Period as set forth in Appendix B.

Net Income + After-tax Effect of Interest Expense

+ After-tax Effect of Imputed Interest Expense + After-tax Effect of Amortization of intangibles

– After-tax Effect of Income from

Cash and Short-term Investments Attributable to the reduction in Average Debt

Average Equity + Average Debt + Average Imputed Debt

Divided by 3

The terms used in the ROCE calculation shall be defined as follows:

Net Income means consolidated net income for the Measurement Period determined in accordance with Generally Accepted Accounting Principles.

Interest Expense means (i) interest on all long and short-term indebtedness, including capital leases, and other interest-bearing obligations, and (ii) deferred financing cost amortization and other financing costs including letters of credit fees for the Measurement Period, reduced by the amount of interest expense on debt not included in Average Debt as defined below.

Imputed Interest Expense means the interest attributable to Average Imputed Debt assuming an interest rate of 7.5% for the Measurement Period.

Amortization of Intangibles means amortization of intangibles and depreciation of software related to acquired businesses including any writedown or impairment charge related to those assets.

Average Equity means the average of the beginning of the Measurement Period and the end of the Measurement Period stockholder’s equity.

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Page 2 of 6

Average Debt means the average of the beginning of the Measurement Period and the end of the Measurement Period current and long-term debt, with beginning of the Measurement Period and end of the Measurement Period current and long-term debt reduced by the respective amount of the beginning of the Measurement Period and end of the Measurement Period total of unrestricted cash, cash equivalents and short-term investments, and limited to a reduction of debt to zero.

Average Imputed Debt means the average of the beginning of the Measurement Period and the end of the Measurement Period present value of all payments determined using an interest rate of 7.5% on operating leases of revenue equipment with an initial term of more than two years.

Total Shareholder Return. Total Shareholder Return or “TSR” with respect to the Company and each Peer Company equals the annualized rate of return reflecting price appreciation between the beginning 60-day average share price (ending December 31 of the year immediately prior to the beginning of the Measurement Period) and the ending 60-day average share price (ending December 31 of the final year of the Measurement Period), adjusted for dividends paid and the compounding effect of dividends paid on reinvested dividends (the calculation assumes that all dividends paid are reinvested). Any Peer Company that is no longer publicly traded as of the end of the Measurement Period shall be excluded from this calculation.

TSR Ranking. TSR Ranking means the percentile rank of the Company’s CAGR Total Shareholder Return.

II. Participants

Participants in the Plan (who are not active participants in ArcBest or a Subsidiary’s Supplemental Benefit Plan or Deferred Salary Agreement program or who selected Option 1 for their 12/31/2009 SBP Freeze election) are listed in Appendix C for the designated Measurement Period. Certain employees or positions may be specifically included or excluded by the Committee. Participation in one Measurement Period does not guarantee participation in any other Measurement Period.

III. Corporate Performance Metrics

ROCE Component: The Individual Award Opportunities provided by the ROCE Component are based on (a) achieving certain levels of performance for ArcBest’s ROCE for the Measurement Period and (b) your Target Payout Value. The formula below illustrates how this portion of your Final Award is computed:

Your Final Award = [Performance Factor Earned x your Target Payout Value x the ROCE Component Weighting].

A. Performance Factor Earned. Your Performance Factor Earned for the ROCE Component is shown in Appendix A and depends on the ROCE achieved by ArcBest for the Measurement Period.

B. Target Payout Value. Your Target Payout Value is the fixed dollar value you would receive upon target performance as determined by the Committee. The value varies by role within the Company. The Target Payout Values are listed in Appendix C.

TSR Component: The Individual Award Opportunities provided by the TSR Component are based on (a) the percentile rank of the Company’s CAGR Total Shareholder Return relative to the Peer Companies over the Measurement Period and (b) your Target Payout Value. At the end of the Measurement Period, the TSR Ranking will be calculated. Any Peer Company that is no longer publicly traded as of the end of the Measurement Period shall be excluded from this calculation. The formula below illustrates how this portion of your Final Award is computed:

Your Final Award = [Performance Factor Earned x your Target Payout Value x TSR Component Weighting].

A. Performance Factor Earned. Your Performance Factor Earned for the TSR Component is shown in Appendix B and depends on the Company’s CAGR Total Shareholder Return over the Measurement Period as compared to the Peer Companies.

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Page 3 of 6

Prorated Awards: If you become eligible to participate in the Plan during the first 12 months of the Measurement Period, your Final Award will be prorated based on your number of whole months as a Participant for the designated Measurement Period, the applicable Performance Factor Earned, and your Target Payout Value.

Computation: If the performance result for a component falls between two rows on Appendix A or Appendix B, interpolation is used to determine the factor used in the computation of the incentive.

An example of the computation of an individual award opportunity is as follows:

Target Payout Value: $100,000

Consolidated 3-Year Average ROCE = 16.0% (assume this results in a 160% Performance Factor Earned)

TSR Ranking for Measurement Period: 60th percentile (assume this results in a 160% Performance Factor Earned)

ROCE TSR Total

Performance Factor Earned 160% 160%

Your Target Payout Value 100,000 $100,000

Weighting 60% 40%

Your Final Award $96,000 $64,000 $160,000

Maximum Amounts: The Committee has established maximum incentive amounts based on a maximum Performance Factor Earned of 250% for the TSR Component and 250% for the ROCE Component subject to the applicable weighting for each component as provided in Appendix A and Appendix B.

Required Adjustments: Adjustments to ROCE and TSR shall be made by the Company in accordance with the Policy Regarding Required Adjustments under the ArcBest Executive Officer Annual Incentive Compensation Plan and the ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan.

IV. Effect of Certain Events

In the event a Participant takes a leave of absence for any reason exceeding one hundred eighty (180) days during a Measurement Period, the Participant’s Final Award shall be reduced on a pro rata basis to account for such leave of absence.

Except as otherwise set forth below, upon termination of a Participant’s employment, the Participant’s Final Award shall be paid (or forfeited) as set forth in the Governing Plan.

A. Retirement. Upon termination of a Participant’s employment with the Company or any Subsidiary by reason of Participant’s Retirement, the Participant’s Final Award shall be prorated based on the Participant’s period of participation for the designated Measurement Period. Notwithstanding the foregoing, the Participant must have completed at least 12 months of the Measurement Period to be entitled to a Final Award.

B. Death or Disability. Upon termination of a Participant’s employment with the Company or any Subsidiary by reason of Participant’s death or Disability, the Participant’s Final Award shall be prorated based on the Participant’s period of participation for the designated Measurement Period.

V. Executive Officer Incentive Compensation Plan

No term or provision in this Plan may conflict with any term or provision of the Governing Plan. It is specifically intended that the Plan, ROCE Component, TSR Component and the corresponding appendices be an “Individual Award Opportunity” and the incentives paid hereunder be a “Final Award” under the terms of the Governing Plan.

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Page 4 of 6

Appendix A

ROCE Component

The Committee has adopted this ROCE Component for the 1/1/[ ] to 12/31/[ ] Measurement Period.

	ROCE	Performance Factor Earned

Threshold	[ ]%	50%
Target	[ ]%	100%
Maximum	[ ]%	250%

ROCE Component Weighting: [ ] %

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Page 5 of 6

Appendix B

TSR Component

The Committee has adopted this TSR Component for the 1/1/[ ] to 12/31/[ ] Measurement Period.

	TSR Ranking	Performance Factor Earned

Threshold	[ ] Percentile	25%
Target	[ ] Percentile	100%
Maximum	[ ] Percentile	250%

TSR Component Weighting: [ ]%

Peer Companies

The Peer Companies with respect to the Measurement Period set forth above are the following publicly traded companies:

Company Name

Ticker

[To be identified]

ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan

Page 6 of 6

Appendix C

Target Payout Value and Participants

The Committee has designated the following Plan Participants and Target Payout Values for the 1/1/[ ] to 12/31/[ ] Measurement Period. If you are promoted to an eligible position after the end of the 12th month of the Measurement Period, you will not be eligible to participate in the Plan with respect to this Measurement Period.

Participants	Target Payout Value
[NAME]	$[ ]

EX-10.4 5 arcb-20250331xex10d4.htm EX-10.4

EXHIBIT 10.4

ARCBEST CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Employees)

Participant:
Date of Grant:
Award Number:
Total Number of Units Granted:

This Restricted Stock Unit Award Agreement and any special terms and conditions for Participant’s country set forth in the appendix attached hereto (the “Appendix”) (together, this “Agreement”) is dated as of this [ ] day of [ ], [ ] (the “Grant Date”), and is between ArcBest Corporation (the “Company”) and the “Participant” named above.

WHEREAS, the Company, by action of the Board and approval of its shareholders established the ArcBest Corporation Ownership Incentive Plan (the “Plan”);

WHEREAS, Participant is employed by the Company or a Subsidiary and the Company desires to encourage Participant to own Common Stock for the purposes stated in Section 1 of the Plan;

WHEREAS, Participant and the Company have entered into this Agreement to govern the terms of the Restricted Stock Unit Award (as defined below) granted to Participant by the Company.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

1.Definitions

Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.

2.Grant of Restricted Stock Units

On the Grant Date, the Company hereby grants to Participant an Award of Restricted Stock Units (the “Award”) in accordance with Section 9 of the Plan and subject to the conditions set forth in this Agreement and the Plan (as amended from time to time). Except as set forth in the Appendix, each Restricted Stock Unit subject to the Award represents the right to receive one Share (as adjusted from time to time pursuant to Paragraph 13 hereof and/or Section 13 of the Plan) upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. By accepting the Award, Participant irrevocably agrees on behalf of Participant and Participant’s successors and permitted assigns to all of the terms and conditions of the Award as set forth in or pursuant to this Agreement and the Plan (as such Plan may be amended from time to time).

In addition, Participant consents to receive documents from the Company and any plan administrator by means of electronic delivery, provided that such delivery complies with applicable law, including, without limitation, documents pursuant or relating to any equity award granted to you under the Plan or any other current or future equity or other benefit plan of the Company (the “Company’s Equity Plans”). This consent shall be effective for the entire time that you are a participant in a Company Equity Plan.

3.Vesting; Payment

(a)The Award shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested on a pro rata basis over a three-year period beginning as of the Grant Date, with one-third of the Award vesting on each of the first, second, and third anniversaries of the Grant Date (each a “Normal Vesting Date”), provided that Participant remains continuously employed by the Company through each such Normal Vesting Date. In addition, the Award shall become vested with respect to 100% of the Restricted Stock Units on the date Participant experiences a termination of employment with the Company or any Subsidiary on or after age 65 (referred to herein as “Normal Retirement”) other than due to an Act of Misconduct (as defined below).

Restricted Stock Units that have vested and are no longer subject to a substantial risk of forfeiture are referred to herein as “Vested Units.” Restricted Stock Units that are not vested and generally remain subject to forfeiture are referred to herein as “Unvested Units.”

(b)The vesting period of the Award set forth in Paragraph 3(a) may be adjusted by the Compensation Committee (“Committee”) to reflect the decreased level of employment during any period in which Participant is on an approved leave of absence or is employed on a less than full time basis. Notwithstanding anything to the contrary in this Paragraph 3, the Award shall be subject to earlier acceleration of vesting and/or forfeiture and transfer as provided in this Agreement and the Plan. In no event may any adjustment under this paragraph delay the Settlement Date for any Vested Units beyond the applicable Normal Vesting Date or termination of employment if earlier.

(c)Subject to Paragraph 3(d) below, on each Normal Vesting Date, or, if earlier, upon Normal Retirement, Participant shall be entitled to receive one Share (subject to adjustment under Paragraph 13 hereof and/or Section 13 of the Plan) for each Vested Unit in accordance with the terms and provisions of this Agreement and the Plan. The Company will transfer such Shares to Participant or Participant’s designee subject to (i) Participant’s satisfaction of any required tax withholding obligations as set forth in Paragraph 6 and (ii) the restrictions, if any, imposed by the Company pursuant to Paragraph 14(f) or otherwise pursuant to the terms and conditions of the Plan and this Agreement.

(d)Each date upon which Shares are to be issued under Paragraph 3(c) is referred to as a “Settlement Date.” The issuance of the Shares hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on the Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Company. Fractional shares will not be issued pursuant to the Award.

Notwithstanding the above, prior to a Change in Control (i) for administrative or other reasons, the Company may from time to time temporarily suspend the issuance of Shares, (ii) the Company shall not be obligated to deliver any Shares during any period when the Company determines that the delivery of Shares hereunder would violate any federal, state or other applicable laws, and (iii) the date on which Shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters. Any delay pursuant to 3(d)(ii) shall only be until such time that the Company determines that the delivery of shares would no longer violate any federal, state or other applicable law. Notwithstanding the delay for administrative or other reasons provided for in clauses (i) and (iii) above, in no event will such issuance of shares be delayed beyond the later of the end of the calendar year in which the Settlement Date occurs or the 15th day of the third month after the end of such year, or such other time as permitted under Section 409A of the Code and the regulations thereunder without the imposition of any additional taxes under Section 409A of the Code.

Notwithstanding any other provision of the Plan or this Agreement, the Plan and this Agreement shall be construed or deemed to be amended as necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan, and this Agreement and shall interpret the terms of the Plan and this Agreement consistently therewith. Under no circumstances, however, shall the Company have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A of the Code.

4.Status of Participant

Participant shall have no rights as a stockholder (including, without limitation, any voting rights with respect to the Shares subject to the Award and, except to the extent the Award is adjusted pursuant to Paragraph 13 hereof and/or Section 13 of the Plan, the right to receive any payments with respect to dividends or other distributions paid with respect to the Shares subject to this Award) with respect to either the Restricted Stock Units granted hereunder or the Shares underlying the Restricted Stock Units, unless and until such Shares are issued in respect of Vested Units, and then only to the extent of such issued Shares.

5.Effect of Termination of Employment; Change in Control

(a)General. Except as provided in Paragraphs 5(c) or (d), upon a termination of Participant’s employment with the Company or any Subsidiary for any reason, the Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant.

(b)Act of Misconduct. Upon a termination of Participant’s employment with the Company or any Subsidiary due to an Act of Misconduct (as defined below), all Vested Units and Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant.

(c)Death; Disability. Upon a termination of Participant’s employment with the Company or any Subsidiary by reason of Participant’s death or Disability all Unvested Units shall vest as of the date of such termination of service and be issued as soon as administratively possible. For the purposes of this Agreement, the term “Disability” shall mean a condition under which Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(d)Change in Control. Upon a termination of Participant’s employment with the Company or any Subsidiary by the Company or any Subsidiary without Cause (as defined below) or by Participant for Good Reason (as defined below), in either case, within the 24-month period immediately following a Change in Control, all Unvested Units shall vest as of the date of such termination of employment and be issued as soon as administratively possible.

For purposes of this Agreement, the term “Cause” shall mean (i) Participant’s gross misconduct or fraud in the performance of Participant’s duties to the Company or any Subsidiary; (ii) Participant’s conviction or guilty plea or plea of nolo contendere with respect to any felony or act of moral turpitude; (iii) Participant’s engaging in any material act of theft or material misappropriation of Company property or (iv) Participant’s breach of the Company’s Code of Conduct as such code may be revised from time to time.

For purposes of this Agreement, the term “Good Reason” shall mean (i) any material and adverse diminution in Participant’s title, duties, or responsibilities; (ii) a reduction in Participant’s base salary or employee benefits (including reducing Participant’s level of participation or target bonus award opportunity in the Company’s incentive compensation plans) or (iii) a relocation of Participant’s principal place of employment of more than 50 miles without the prior consent of Participant.

(e)Specified Employees. Notwithstanding anything in this Agreement to the contrary, with respect to any amounts that the Company determines to be deferred compensation within the meaning of Section 409A of the Code, if the Company determines that as of the Settlement Date Participant is a “specified employee” (as such term is defined under Section 409A of the Code), any such Shares to be issued to Participant on a Settlement Date that occurs by reason of Participant’s termination of employment with the Company other by reason of Participant’s death or Disability will not be issued to Participant until the date that is six months following the Settlement Date (or such earlier time permitted under Section 409A of the Code without the imposition of any accelerated or additional taxes under Section 409A of the Code).

6.Withholding and Disposition of Shares

(a)Generally. Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate Participant’s tax liability.

(b)Payment of Withholding Taxes. Prior to any event in connection with the Award that the Company determines may result in any domestic or foreign minimum statutory tax withholding obligation (i.e. federal, state, OASDI and HI and/or local) (the “Tax Withholding Obligation”), Participant is required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. Participant and the Company agree that tax withholding required as a result of periodic vesting will be handled at the Company’s option by payroll deduction or such other means as the Company may establish or permit.

(i)By Withholding Shares. Unless Participant elects to satisfy the Tax Withholding Obligation by an alternative means in accordance with Paragraph 6(b)(ii), that occurs at the Settlement Date, Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company to withhold on Participant’s behalf the number of Shares from those Shares issuable to Participant as a result of the occurrence of a Settlement Date as the Company determines to be sufficient to satisfy the Tax Withholding Obligation.

(ii)By Other Payment. At any time not less than five (5) business days before any Tax Withholding Obligation arising as a result of the Settlement Date, Participant may notify the Company of Participant’s election to pay Participant’s Tax Withholding Obligation by wire transfer, cashier’s check or other means permitted by the Company. In such case, Participant shall satisfy his or her tax withholding obligation by paying to the Company on such date as it shall specify an amount that the Company determines is sufficient to satisfy the expected Tax Withholding Obligation by (i) wire transfer to such account as the Company may direct, (ii) delivery of a cashier’s check payable to the Company, Attn: Executive Benefits, at the address set forth in Paragraph 14(a), or such other address as the Company may from time to time direct, or (iii) such other means as the Company may establish or permit. Participant agrees and acknowledges that prior to the date the Tax Withholding Obligation arises, the Company will be required to estimate the amount of the Tax Withholding Obligation and accordingly may require the amount paid to the Company under this Paragraph 6(b)(ii) to be more than the minimum amount that may actually be due and that, if Participant has not delivered payment of a sufficient amount to the Company to satisfy the Tax Withholding Obligation (regardless of whether as a result of the Company underestimating the required payment or Participant failing to timely make the required payment), the additional Tax Withholding Obligation amounts shall be satisfied in the manner specified in Paragraph 6(b)(i).

7.Excess Parachute Payments

Notwithstanding anything in this Agreement to the contrary, if any of the payments in respect of this Award, together with any other payments to which Participant has the right to receive from the Company or any purchaser, successor, or assign, would constitute an “excess parachute payment” (as defined in Section 280G of the Code), a best-of-net calculation will be performed to determine whether change in control benefits due to the Participant should be reduced (so no excise tax will be imposed under Section 4999 of the Code) or should be paid in full (with any excise tax to be paid in full by the Participant, with any such reduction first applied to payments pursuant to any Deferred Salary Agreement to which Participant is a party, then to payments pursuant to the 2012 Change in Control Plan, if applicable, and then to Awards of Restricted Stock Units under the Plan.

8.Plan Controls

The terms of this Agreement are governed by the terms of the Plan, as it exists on the Grant Date and as the Plan is amended from time to time. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise in this Agreement. The term “Section” generally refers to provisions within the Plan; provided, however, the term “Paragraph” shall refer to a provision of this Agreement.

9.Limitation on Rights; No Right to Future Grants; Extraordinary Item

By entering into this Agreement and accepting the Award, Participant acknowledges that: (a) Participant’s participation in the Plan is voluntary; (b) the value of the Award is an extraordinary item which is outside the scope of any employment contract with Participant; (c) the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and Participant will not be entitled to compensation or damages as a consequence of Participant’s forfeiture as provided for in the Plan or this Agreement of any unvested portion of the Award for any reason; and (d) in the event that Participant is not a direct employee of Company, the grant of the Award will not be interpreted to form an employment relationship with the Company or any Subsidiary and the grant of the Award will not be interpreted to form an employment contract with Participant’s employer, the Company or any Subsidiary. The Company shall be under no obligation whatsoever to advise Participant of the existence, maturity or termination of any of Participant’s rights hereunder and Participant shall be responsible for familiarizing himself or herself with all matters contained herein and in the Plan which may affect any of Participant’s rights or privileges hereunder.

10.Committee Authority

Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Committee in its sole and absolute discretion. Such decision by the Committee shall be final and binding.

11.Transfer Restrictions

(a)General Restrictions. Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of (i) Unvested Units, (ii) Vested Units prior to the Settlement Date, or (iii) Shares subject to such Unvested Units or Vested Units shall be strictly prohibited and void; provided, however, Participant may assign or transfer the Award to the extent permitted under the Plan, provided that the Award shall be subject to all the terms and conditions of the Plan, this Agreement and any other terms required by the Committee as a condition to such transfer.

(b)Transfers by Covered Persons. If Participant is a “Covered Person” as defined in the ArcBest Corporation Stock Ownership Policy for Directors and Executives (the “Policy”) as amended from time to time, Participant agrees that he or she shall not sell or otherwise dispose or transfer any shares from this Award or any other Award except to the extent permitted by the Policy.

12.Recoupment, Suspension or Termination of Award

Pursuant to Section 15 of the Plan, if at any time prior to Participant’s receipt of Shares pursuant to the Award an Authorized Officer reasonably believes that Participant may have committed an Act of Misconduct (as defined below), the Authorized Officer, the Committee or the Board may suspend Participant’s rights to vest in any Restricted Stock Units, and/or to receive payment for or receive Shares in settlement of Vested Units pending a determination of whether an Act of Misconduct has been committed. Further, in such event, except as otherwise provided by the Committee, (i) neither Participant nor Participant’s estate nor transferee will be entitled to vest in or have the restrictions on Unvested Units lapse, or otherwise receive payment or Shares in respect of Vested Units and (ii) Participant will forfeit all undelivered Vested and Unvested Units. In making such determination, the Committee or an Authorized Officer shall give Participant an opportunity to appear and present evidence on his or her behalf at a hearing before the Committee or an opportunity to submit written comments, documents, information and arguments to be considered by the Committee. Any dispute by Participant or other person as to the determination of the Committee must be resolved pursuant to Paragraph 14(j).

Further, except as otherwise provided by applicable law and in accordance with the ArcBest Recoupment of Incentive Compensation Policy adopted by the Board of Directors of the Company, Participant agrees that the Company may reduce or offset any payment due to Participant from the Company under this Agreement to recoup the repayment obligation set forth in this Section 12, and by accepting the grant of this Award, Participant consents to such reduction or offset. Such reduction or offset will be applicable to any Award granted, awarded, vested, made or earned during the three full fiscal years immediately prior to the fiscal year in which the Participant is found to have committed an Act of Misconduct.

For purposes of this Agreement, an “Act of Misconduct” means the Participant (i) has committed an act of (a) gross misconduct or fraud in the performance of Participant’s duties to the Company or any Subsidiary, (b) embezzlement, fraud, or dishonesty, (c) material theft or misappropriation of Company or Subsidiary property, (d) nonpayment of any obligation owed to the Company or any Subsidiary, (e) breach of fiduciary duty, (f) violation of Company ethics policy or code of conduct, or (g) deliberate disregard of Company or Subsidiary rules; (ii) is convicted of or enters a guilty plea or plea of nolo contendere with regard to any felony or act of moral turpitude; (iii) makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information; (iv) solicits any employee or service provider to leave the employ or cease providing services to the Company or any Subsidiary; (v) breaches any intellectual property or assignment of inventions covenant; (vi) engages in any conduct constituting unfair competition or breaches any noncompetition agreement; (vii) induces any Company or Subsidiary customer to breach a contract with the Company or any Subsidiary or to cease doing business with the Company or any Subsidiary; or (viii) induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agency relationship.

13.Adjustment of and Changes in the Stock

In the event that the number of Shares increases or decreases through a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than regular, quarterly cash dividends), or otherwise, the Committee shall equitably adjust the number of Shares subject to this Award to reflect such increase or decrease.

14.General Provisions

(a)Notices. Whenever any notice is required or permitted hereunder, such notice must be in writing and delivered in person or by mail (to the address set forth below if notice is being delivered to the Company) or electronically. Any notice delivered in person or by mail shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Any notice given by the Company to Participant directed to Participant at Participant’s address on file with the Company shall be effective to bind Participant and any other person who shall have acquired rights under this Agreement. The Company or Participant may change, by written notice to the other, the address previously specified for receiving notices. Notices delivered to the Company in person or by mail shall be addressed as follows:

Company:ArcBest Corporation

Attn: Executive Benefits

P.O. Box 10048

Fort Smith, AR 72917-0048

Fax: (479) 785-6470

(b)No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

(c)Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Award pursuant to the express provisions of this Agreement.

(d)Entire Contract. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan.

(e)Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and Participant and Participant’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

(f)Securities Law Compliance. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Participant or other subsequent transfers by Participant of any Shares issued as a result of or under this Award, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any sale of the Shares must also comply with other applicable laws and regulations governing the sale of such shares.

(g)Information Confidential. As partial consideration for the granting of the Award, Participant agrees that he or she will keep confidential all information and knowledge that Participant has relating to the manner and amount of his or her participation in the Plan; provided, however, that such information may be disclosed as required by law and may be given in confidence to Participant’s spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. Nothing in this Agreement will prevent Participant from: (A) making a good faith report of possible violations of applicable law to any governmental agency or entity or (B) making disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, nothing herein shall prevent Participant from making a disclosure that: (1) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may make disclosures without violating this Paragraph 14(g) to the attorney of the individual and use such information in the court proceeding.

(h)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout Participant’s term of employment or service with the Company and thereafter until withdrawn in writing by Participant.

(i)Governing Law. Except as may otherwise be provided in the Plan, the provisions of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(j)Arbitration of Disputes. Pursuant to Section 22 of the Plan, Participant hereby

agrees as follows:

(i)If Participant or Participant’s transferee wishes to challenge any action of the Committee or the Plan Administrator, the person may do so only by submitting to binding arbitration with respect to such decision. The review by the arbitrator will be limited to determining whether Participant or Participant’s transferee has proven that the Committee’s decision was arbitrary or capricious. This arbitration will be the sole and exclusive review permitted of the Committee’s decision. Participant explicitly waives any right to judicial review.

(ii)Notice of demand for arbitration will be made in writing to the Committee within thirty (30) days after written notice to Participant of the applicable decision by the Committee. The arbitrator will be selected by mutual agreement of the Committee and Participant. If the Committee and Participant are unable to agree on an arbitrator, the arbitrator will be selected by the American Arbitration Association. The arbitrator, no matter how selected, must be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association. The arbitrator will administer and conduct the arbitration pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. Each side will bear its own fees and expenses, including its own attorney’s fees, and each side will bear one half of the arbitrator’s fees and expenses; provided, however, that the arbitrator will have the discretion to award the prevailing party its fees and expenses. The arbitrator will have no authority to award exemplary, punitive, special, indirect, consequential, or other extra contractual damages. The decision of the arbitrator on the issue(s) presented for arbitration will be final and conclusive and any court of competent jurisdiction may enforce it.

(k)Section 409A of the Code. This Award is intended to comply, to the extent applicable, with the distribution and other requirements of Section 409A of the Code and, as such, shall be interpreted in a manner consistent therewith. Notwithstanding anything herein or in the Plan to the contrary, the Company may, in its sole discretion, amend this Award (which amendment shall be effective upon its adoption or at such other time designated by the Company) as may be necessary to avoid the imposition of the additional tax under Section 409A of the Code or otherwise comply with Section 409A of the Code and the regulations thereunder; provided, however, that any such amendment shall be implemented in such a manner as to preserve, to the greatest extent possible, the terms and conditions of this Award as in existence immediately prior to any such amendment.

(l)Board Policies and Guidelines. Participant acknowledges that this Award is subject to certain policies and guidelines as may be from time to time enacted by the Board of Directors of the Company including the ArcBest Recoupment of Incentive Compensation Policy adopted by the Board of Directors of the Company effective October 18, 2007, as amended from time to time.

(m)Non-U.S. Appendix. This Award is subject to any special terms and conditions set forth for your country in the Appendix. If you relocate to a country included in the Appendix, the special terms and conditions for that country will apply to you to the extent the Company

determines that applying such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ARCBEST CORPORATION

By: _____________________________

Judy R. McReynolds

Chairman, President & CEO

PARTICIPANT:

________________________________

[First Name/MI/Last Name]

APPENDIX TO RESTRICTED STOCK UNIT AWARD AGREEMENT

Capitalized terms that are not defined in this Appendix shall have the same meanings given to them in the Agreement and the Plan.

Pursuant to Section 16 of the Plan, which authorizes the Committee to modify the provisions of an award granted to a Participant employed outside the United States to recognize differences in local law, this Appendix includes additional terms and conditions that govern the Award granted to you under the Plan if you reside and/or work in Canada. If you are a resident of Quebec, additional terms and conditions may apply. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer to another country after the Grant Date or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein apply to you.

Terms and Conditions

Continuously Employed. The words “provided that Participant remains continuously employed by the Company through each such Normal Vesting Date.” in Paragraph 3(a) of the Agreement shall be deleted and replaced with “provided that a Termination Date shall not have occurred prior to each such Normal Vesting Date.”

Vesting Period. The words “termination of employment” in Paragraphs 3(a) and 3(b) of the Agreement shall be deleted and replaced with “Termination Date”.

Form of Settlement. This provision replaces Paragraph 3(c) of the Agreement:

(c)Subject to Paragraph 3(d) below, on each Normal Vesting Date, or, if earlier, upon Normal Retirement, Participant shall be entitled to receive the cash equivalent of one Share (subject to adjustment under Paragraph 13 hereof and/or Section 13 of the Plan) for each Vested Unit in accordance with the terms and provisions of this Agreement and the Plan. The cash equivalent of each Vested Unit shall equal the Fair Market Value of a Share as of the date such Restricted Stock Unit vests. The Company will issue the cash payment to Participant or Participant’s designee subject to the satisfaction of any required tax withholding obligations as set forth in Paragraph 6.

Settlement Date. This provision replaces the first two paragraphs of Paragraph 3(d) of the Agreement:

(d)Each date upon which a cash payment is to be issued under Paragraph 3(c) is referred to as a “Settlement Date.” The Settlement Date in respect of a Vested Unit shall occur as soon as practicable following vesting and no later than the end of the year that includes the third anniversary of the Grant Date.

Effect of Termination of Employment; Change of Control. All references to “a termination of Participant’s employment with the Company or any Subsidiary” in Section 5 shall be deleted and replaced with “the occurrence of the Termination Date”. For certainty, notwithstanding anything to the contrary in the Plan or the Agreement (including anything in Paragraph 9 or Paragraph 12 of the Agreement), it is understood and agreed that the Participant and the Company intend to remove the Participant’s right to continued vesting of Restricted Stock Units during any common law or contractual notice period (and any right to damages in lieu thereof), provided that no Restricted Stock Units will be forfeited, surrendered or cancelled during any statutory notice period required by applicable employment or labour standards legislation.

Termination Date. A new Paragraph 5(f) shall be added to the Agreement, as follows:

Termination Date; Waiver of Damages. For the purposes of this Agreement, “Termination Date” shall mean the later of (i) the date on which the Participant ceases to be an employee of the Company or any Subsidiary for any reason, whether lawful or otherwise (including, without limitation, by reason of resignation, termination due to Act of Misconduct, termination without cause, death, frustration of contract due to Disability or constructive dismissal), without regard to any pay in lieu of notice (whether by lump sum or salary continuance), benefits continuation, or other termination or severance payments or benefits which the Participant may then receive or be entitled to receive pursuant to contract or the common law, and (ii) the end of any statutory notice period applicable to the Participant pursuant to applicable employment or labour standards legislation. Where Restricted Stock Units are forfeited by Participant and cancelled and surrendered to the Company pursuant to the terms and conditions of this Agreement, the Participant hereby waives any claim to damages in respect thereof related or attributable to any contractual or common law termination entitlements.

Withholding. This provision replaces Paragraph 6(b) of the Agreement:

(b)So as to ensure that the Company or any Subsidiary, as applicable, will be able to comply with the applicable obligations under any federal or provincial law relating to the withholding of tax or other statutory deductions in respect of the Award or any amount payable on account thereof, the Company or the Subsidiary, as applicable shall withhold or cause to be withheld from any amount payable to the Participant, either under this Agreement or otherwise, such amount as may be necessary to permit the Company or the Subsidiary, as applicable, to so comply.

Reference to Shares. All references to “Shares” in the Agreement shall be interpreted to include the cash equivalent of such Shares except as otherwise required by the context.

Award for Future Services. Notwithstanding anything contained in the Plan or the Agreement to the contrary, the Award is related to future services to be performed and is not a bonus or compensation for past services.

EX-31.1 6 arcb-20250331xex31d1.htm EX-31.1

EXHIBIT 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Judy R. McReynolds, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of ArcBest Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 2, 2025	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman and Chief Executive Officer (Principal Executive Officer)

EX-31.2 7 arcb-20250331xex31d2.htm EX-31.2

EXHIBIT 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, J. Matthew Beasley, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of ArcBest Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 2, 2025	/s/ J. Matthew Beasley
	J. Matthew Beasley
	Chief Financial Officer (Principal Financial Officer)

EX-32 8 arcb-20250331xex32.htm EX-32

EXHIBIT 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Report”) by ArcBest Corporation (the “Registrant”), each of the undersigned hereby certifies that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



	ARCBEST CORPORATION
	(Registrant)

Date: May 2, 2025	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman and Chief Executive Officer
	(Principal Executive Officer)


	ARCBEST CORPORATION
	(Registrant)

Date: May 2, 2025	/s/ J. Matthew Beasley
	J. Matthew Beasley
	Chief Financial Officer (Principal Financial Officer)