ARCBEST CORP /DE/

NOTE A – ORGANIZATIO****N 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 across multiple modes of transportation to meet customers’ supply chain needs. The Company, which started over a century ago as a local freight hauler, serves as a single end-to-end logistics partner with global reach. The Company’s operations are conducted through itstwo reportable operating segments: Asset‑Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”) and Asset-Light, the Company’s logistics operations. 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 six months ended June 30, 2026. As of June 2026, approximately 81% of the Asset-Based segment’s employees were covered under the ABF National Master Freight Agreement (the “2023 ABF NMFA”), a collective bargaining agreement with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2028.

Restructuring Plan

In July 2026, the Company announced a simplified brand structure and a series of organizational changes. Effective August 1, 2026, the MoLo® and Panther® brands within the Asset-Light segment and certain other subsidiaries will operate under the ArcBest® brand. The series of organizational changes included the discontinuation of Vaux Freight Movement System, as the Company focuses Vaux operations on the Vaux Smart Autonomy product offering. These actions include a reduction of approximately 2% of total positions through workforce reductions and the elimination of certain open positions, as well as the proposed closure often ABF Freight service centers, which are located in smaller markets and represent approximately 1% of the Company's network doors. The consolidations constitute a change of operations under the 2023 ABF NMFA and are subject to approval by the joint union-management Change of Operations Committee pursuant to the terms of the 2023 ABF NMFA.

Restructuring charges, consisting primarily of severance and related employee costs associated with workforce reductions, are expected to total between $6.0 million and $7.0 million, including $2.2 million recorded during the second quarter of 2026. The Company also recorded $50.8 million of asset impairment charges related to the discontinuance of Vaux Freight Movement System and $25.7 million in asset impairment charges to write off the remaining carrying value of the indefinite-lived Panther trade name. See Notes B and C for additional information regarding these impairment charges. The impact of these actions on operating expenses is further discussed in Note I. The Company expects substantially all restructuring activities associated with these actions to be completed, and substantially all related cash expenditures to be paid, during 2026.

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 2025 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.

Accounting Pronouncements Not Yet Adopted

Accounting Standards Codification (“ASC”) Topic 220,Disaggregation of Income Statement Expenses, was amended in November 2024 through the issuance of Accounting Standards Update (“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.

ASC Topic 350,Intangibles - Goodwill and Other, was amended in September 2025 through the issuance of ASU No. 2025-06,Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software(“ASU 2025-06”), which eliminates accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, while early adoption is permitted. The Company is currently assessing the amendment's impact on the Company's internal-use software capitalization policies, projects, and disclosures.

ASC Topic 270,*Interim Reporting,*was amended in December 2025 through the issuance of ASU No. 2025-11,Interim Reporting – Narrow-Scope(“ASU 2025-11”), which clarifies interim disclosure requirements. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, while early adoption is permitted. The ASU does not change the fundamental nature of interim reporting or expand or reduce existing interim disclosure requirements.

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:

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 that are primarily FDIC‑insured. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At June 30, 2026 and December 31, 2025, cash deposits and short-term investments totaling $39.1 million and $31.1 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.

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:

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

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. The following table summarizes asset impairment charges recognized during the second quarter of 2026 on current assets, long-lived assets and intangible assets measured on a nonrecurring basis. The fair value measurements associated with these impairments were classified within Level 3 of the fair value hierarchy because significant unobservable inputs were used in determining fair value.

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 June 30, 2026 and December 31, 2025 relates to the Asset-Light segment.

The Company’s simplified brand structure, as described in Note A, included the discontinuation of the Panther® and MoLo® brands. The Company determined that the discontinuation of the Panther brand was an indicator of impairment and performed an interim impairment test on the indefinite-lived Panther trade name. As future cash flows attributable to the Panther trade name are expected to be minimal, the Company determined that the fair value of the trade name waszero and recorded a non-cash impairment charge of $25.7 million to write off the remaining carrying value of the Panther trade name. The impairment charge represented the remaining carrying value of the Panther trade name as of December 31, 2025 after a previous $6.6 million impairment charge recorded during the fourth quarter of 2025.

Finite-lived intangible assets consisted of the following:

NOTE D – INCOME TAXES

The Company’s effective tax benefit rate was 34.0% and 33.3% for the three and six months ended June 30, 2026, respectively, while the effective tax rate was 28.2% and 27.9% for the same prior-year periods. The difference between the Company’s effective benefit tax rate and the federal statutory rate for these periods resulted from various factors, including the tax expense (benefit) from the vesting of restricted stock units; state and foreign income taxes; and various nontaxable and nondeductible expenses. 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.

As of June 30, 2026, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated its total deferred tax assets at June 30, 2026, and concluded that it is more likely than not that substantially all deferred tax assets will be realized, except for certain deferred tax assets related to foreign and state tax credit carryforwards and federal and state net operating losses. In making this determination, the Company considered the future reversal of existing taxable temporary differences, future taxable income, and tax planning strategies. During the six months ended June 30, 2026, the Company increased its valuation allowance by $0.7 million related to certain foreign tax credit carryforwards.

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:

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

Lease Impairment Charges

Long-lived assets, including operating right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. During the second quarter of 2026, the Company evaluated a portion of leased office space within the Company's Asset-Light operating segment for impairment in connection with the probable sublease of the space. Based on this assessment, the Company determined that the carrying value of the asset was not recoverable and recorded asset impairment charges of $8.8 million within operating expenses, consisting of an $8.4 million impairment of a right-of-use asset and the remaining amount related to leasehold improvements (see Note B).

There were no other significant changes to the Company’s operating lease arrangements during the six months ended June 30, 2026.

NOTE F – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt, which 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, was as follows:

Assets securing notes payable, primarily consisting of revenue equipment, which were included in property, plant and equipment, totaled $377.7 million at June 30, 2026 and $362.5 million at December 31, 2025.

Financing Arrangements

Credit Facility

The Company’s revolving credit facility (the “Credit Facility”) under its Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) has a maturity date of November 25, 2030. The Credit Facility has 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 $50.0 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 June 30, 2026, $25.9 million of letters of credit were outstanding under the Credit Facility, primarily in support of the Company’s workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured, leaving $224.1 million in available borrowing capacity under the Credit Facility as of June 30, 2026.

Principal payments under the Credit Facility are due upon maturity of the facility; 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 June 30, 2026.

Accounts Receivable Securitization Program

In May 2026, the Company terminated its accounts receivable securitization program (“A/R Securitization”) prior to the scheduled maturity date of July 1, 2026. Prior to termination, the A/R Securitization previously provided borrowing capacity of up to $50.0 million and included an accordion feature that permitted additional borrowing capacity of up to $100.0 million, subject to certain conditions.

Notes Payable

The Company financed the purchase of certain revenue equipment through promissory note arrangements totaling $22.3 million and $44.4 million during the three and six months ended June 30, 2026, respectively.

NOTE G – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive loss were as follows:

The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, by component:

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

Dividends on Common Stock

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

On July 24, 2026, the Company announced its Board of Directors declared a dividend of$0.12 per share to stockholders of record as of August 7, 2026.

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.

As of December 31, 2025, the Company had $104.7 million available for repurchases of its common stock under the share repurchase program. During the six months ended June 30, 2026, the Company repurchased 92,488 shares for an aggregate cost of $8.2 million under the share repurchase program. The Company had $96.5 million remaining under its share repurchase program as of June 30, 2026.

NOTE H – EARNINGS PER SHARE

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

NOTE I – OPERATING SEGMENT DATA

The Company’s reportable operating segments are as follows:

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.

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, such as the modification or implementation of new tariffs or trade policy, 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 President and Chief Executive Officer is the Chief Operating Decision Maker (“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’stwo reportable segments and the measures used by the CODM to assess performance are consistent with those described in the Company's 2025 Annual Report on Form 10-K, as are the impacts of seasonal fluctuations on the Company's reportable operating segments.

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:

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

NOTE J – REVENUE RECOGNITION

Disaggregated Revenue

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

Performance Obligations

We have elected to apply thepractical expedient in ASC Topic 606,Revenue From Contracts With Customers, to not disclose the value of unsatisfied performance obligations for contracts with an original length of one year or less or contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

NOTE K – COMMITMENTS AND CONTINGENCIES

The Company's commitments and contingencies are described in Note N to the consolidated financial statements in the Company's 2025 Annual Report on Form 10-K. The Company continues to be subject to routine legal matters and contractual obligations incurred in the normal course of business and maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insurance retention limits. Management does not believe that these matters will have a material adverse effect on the Company's financial condition, results of operations, or cash flows.

The Company has purchase obligations, consisting of authorizations to purchase and binding agreements with vendors, relating to revenue equipment used in the Company’s 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 June 30, 2026. These purchase obligations totaled $93.9 million as of June 30, 2026, with $76.8 million expected to be paid within the next year, provided that vendors complete their commitments to the Company. As of June 30, 2026, the amount of purchase obligations decreased $11.9 million from December 31, 2025, primarily related to receipt of ABF Freight revenue equipment.

There have been no other significant changes to the Company's commitments and contingencies as reported in the Company's 2025 Annual Report on Form 10-K since December 31, 2025.