ARCBEST CORP /TX/

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 connected technology, flexible capacity, 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 nine months ended September 30, 2026. As of September 2026, approximately 82% 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 restructuring plan that included a simplified brand structure and a series of organizational changes. Effective August 1, 2026, the Company unified the MoLo® and Panther® brands within the Asset‑Light segment and certain other subsidiaries under the ArcBest® brand. Organizational changes included the immediate discontinuation of the Vaux Freight Movement System, as the Company focuses on the Vaux Autonomy™ product offering. The restructuring plan eliminates approximately 2% of the Company’s total positions and includes the closure often ABF Freight service centers located in smaller markets, which collectively represent approximately 1% of the Company's network doors. The service center consolidations were approved by the joint union-management Change of Operations Committee pursuant to the terms of the 2023 ABF NMFA, and closures are expected to be completed during the fourth quarter of 2026.

Restructuring charges, consisting primarily of severance and related employee costs associated with workforce reductions, totaled $4.3 million and $6.5 million for the three and nine months ended September 30, 2026. During the second quarter of 2026, the Company recorded $50.8 million in asset impairment charges related to the discontinuance of the 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 to complete substantially all restructuring activities and make substantially all related cash payments 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 the requirement to consider prescribed software‑development stages and clarifies the threshold for beginning cost capitalization. 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 Improvements(“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 mitigates its credit risk by maintaining cash deposits and short-term investments in accounts and certificates of deposit that are primarily FDIC‑insured. However, certain balances may exceed federally insured limits. At September 30, 2026 and December 31, 2025, uninsured cash deposits and short-term investments totaled $41.9 million and $31.1 million, respectively. 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 at fair value on a nonrecurring basis when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The following table summarizes asset impairment charges recognized during the second quarter of 2026 for current assets, long-lived assets, and intangible assets measured at fair value on a nonrecurring basis. The related fair value measurements were classified within Level 3 of the fair value hierarchy because they were determined using significant unobservable inputs.

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 September 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 during the second quarter of 2026 to write off the remaining carrying value of the Panther trade name.

Finite-lived intangible assets consisted of the following:

NOTE D – INCOME TAXES

The Company’s effective tax rate was 27.1% and 24.3% for the three and nine months ended September 30, 2026, respectively, compared to 26.6% and 27.2% for the same respective prior-year periods. The difference between the Company’s effective tax rate and the federal statutory rate for these periods resulted from various factors, including the tax effects 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 September 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 September 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 nine months ended September 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 values may not be recoverable. During the second quarter of 2026, the Company evaluated a portion of leased office space within its Asset-Light operating segment for impairment. 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, including $8.4 million of impairment related to the 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 nine months ended September 30, 2026.

Subsequent Event

In October 2026, the Company entered into an agreement to modify an existing office lease used in its Asset-Light operations. Under the agreement, the Company’s right to use two floors of office space will terminate and be replaced by the right to use office space on another floor in the same building, during the fourth quarter of 2026. The Company paid $7.5 million upon execution of the agreement and expects to recognize a gain of approximately $12.0 million related to the lease modification during the fourth quarter of 2026. The expected gain primarily results from the reduction in the lease liability exceeding the remaining carrying amount of the related right-of-use asset, which had previously been impaired based on conditions existing at the dates of the impairment analyses, including anticipated sublease arrangements.

NOTE F – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt, which consisted of notes payable primarily related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations), was as follows:

Assets securing notes payable, primarily consisting of revenue equipment, which were included in property, plant and equipment, totaled $318.6 million at September 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 $125.0 million, subject to the satisfaction of certain additional conditions as provided in the Credit Agreement. As of September 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 September 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 September 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 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 $59.8 million during the nine months ended September 30, 2026.

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 October 30, 2026, the Company announced its Board of Directors declared a dividend of$0.12 per share to stockholders of record as of November 13, 2026.

Treasury Stock

The Company may repurchase shares of its common stock in the open market or through privately negotiated transactions under its share repurchase program. The program has no expiration date and may be terminated at any time at the Board of Directors’ discretion. Repurchases may be funded from cash reserves or other available sources. During the nine months ended September 30, 2026, the Company repurchased 283,737 shares for an aggregate cost of $34.8 million, including excise taxes. $70.5 million remained available under the program as of September 30, 2026. Subsequent to September 30, 2026, the Company repurchased an additional 107,985 shares for an aggregate cost of $14.0 million.

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:

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. Intercompany transactions are eliminated in consolidation.

Historically, tonnage and shipment levels have usually been the highest in the second and third calendar quarters. Seasonal patterns may vary, and other factors, including the state of the U.S. and global economies; available market capacity; yield initiatives; and external events or conditions, including new or modified tariff or trade policies, may influence quarterly business levels. Yield initiatives and increased technology-driven intelligence and visibility with respect to demand have allowed for shipment optimization in non-peak times, reducing susceptibility to seasonal fluctuations in recent years.

The Company's President and Chief Executive Officer is the Chief Operating Decision Maker (“CODM”), responsible for decisions about acquiring, allocating and utilizing segment resources. The CODM uses segment revenues, operating expense categories, operating ratios, operating income (loss), and key operating statistics to evaluate performance and allocate resources. Likewise, the CODM does not review, evaluate, or consider asset information by segment when assessing segment operating performance or allocating resources. Accordingly, the Company does not report segment assets, and as such, a table of assets by reportable segment has not been presented. The Company’stwo reportable segments, the performance measures used by the CODM, and the impacts of seasonal fluctuations are consistent with those described in the Company's 2025 Annual Report on Form 10-K.

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

The Company has elected to apply thepractical expedients in ASC Topic 606,Revenue from Contracts with Customers, and does not disclose the value of unsatisfied performance obligations for contracts with an original duration 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 is subject to routine legal matters and contractual obligations incurred in the normal course of business and maintains liability insurance for certain risks arising out of the normal course of business, subject to certain self-insured 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 its 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 September 30, 2026. These purchase obligations totaled $167.7 million as of September 30, 2026, with $136.6 million expected to be paid within the next year, provided that vendors complete their commitments to the Company. As of September 30, 2026, the amount of purchase obligations increased $61.9 million from December 31, 2025, primarily related to expected purchases 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.