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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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for the fiscal year ended December 31, 20212023.

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for the transition period from to .

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Commission file number 0-19969

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ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code 479-785-6000

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

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Securities registered pursuant to Section 12(g) of the Act:

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None

(Title of Class)

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐☒ No ☒☐

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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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 ☐

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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 ☐

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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.

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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. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

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The aggregate market value of the Common Stock held by nonaffiliates of the registrant, based on the closing price of the shares of Common Stock on the Nasdaq Global Select Market as of June 30, 2021,2023, was $1,458,553,375.$2,326,818,530.

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The number of shares of Common Stock, $0.01 par value, outstanding as of February 25, 2022,19, 2024, was 24,597,758.23,520,701.

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DOCUMENTS INCORPORATED BY REFERENCE

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Portions of the registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the registrant’s Annual Stockholders’ Meeting to be held April 27, 2022,26, 2024, are incorporated by reference in Part III of this Form 10-K.10-K.

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ARCBEST CORPORATION

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FORM 10-K

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PART I

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Forward-Looking Statements

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This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included or incorporated by reference in this Annual Report on Form 10-K, including, but not limited to, those in Item 1 (Business), Item 1A (Risk Factors), Item 3 (Legal Proceedings), and Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), are forward-looking statements. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “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. 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:

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For additional information regarding known material factors that could cause our actual results to differ from those expressed in these forward-looking statements, please see Item 1A (Risk Factors). All forward-looking statements included or incorporated

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what. We support our employees by providing an exceptional workplace where people with diverse experiences, needs, and perspectives can grow and make a lasting impact.

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We carry out our vision by exemplifying our corporate values:

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In 2023, we launched our ArcBest Values in Practice (“VIP”) awards, which aim to recognize teams that embody ArcBest’s core values in ways that positively impact our customers and each other. In November 2023, the VIP award recipients were announced following an assessment of nominations by our leaders.

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Strategy

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Our customer-led strategy is to produce long-term value with our creative problem solvers by growing informed, trusted, and innovative relationships with shippers and capacity providers and delivering a best-in-class experience efficiently through their desired channels.

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We work to build long-term value for our customers, employees and shareholders by:

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Business Description

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ArcBest is ana growth-oriented, digitally-enabled integrated logistics company that delivers reliable, innovative solutions for a variety of supply chain challenges, leveraging our technology and full suite of shipping and logistics solutions to meet— meeting our customers’ critical supply chain needs. Our offerings includeneeds and helping keep the global supply chain moving. We offer LTL freight transportation through the ABF Freight network; truckload freight transportation, including brokerage services offered through our newly acquired operations of MoLo; specialized transportation logistics, and supply chain managementpremium logistics services, including ground expedite solutions through the Panther Premium Logistics brand and household goods moving services under the U-Pack brand; and commercial vehicle maintenancemanaged transportation solutions. ArcBest Technologies provides leading-edge technologies that help support our customers and repair from FleetNet.optimize supply chains. From Fortune 100 companies to small businesses, our customers trust ArcBest for their transportation and logistics needs.

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With a relentless focus on customer needs and unique access to assured transportation capacity, which includes more than 40,000 owned and operated assets, we create solutions for even the most complex and demanding supply chains. We strive to help customers solve their logistics challenges by efficiently providing a best-in-class experience with easy access to our integrated solutions.  

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For the year ended December 31, 2021,2023, no single customer accounted for more than 2% of our consolidated revenues, and the 10ten largest customers, on a combined basis, accounted for approximately 9%11% of our consolidated revenues. The Company was incorporated in Delaware in 1966 and is headquartered in Fort Smith, Arkansas.

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Amendments to the Employee Retirement Income Security Act of 1974 (“ERISA”), pursuant to the Multiemployer Pension Plan Amendments Act of 1980 (the “MPPA Act”), substantially expanded the potential liabilities of employers who participate in multiemployer pension plans. Under ERISA, as amended by the MPPA Act, an employer who contributes to a multiemployer pension plan and the members of such employer’s controlled group are jointly and severally liable for their share of the plan’s unfunded vested benefits in the event the employer ceases to have an obligation to contribute to the plan or substantially reduces its contributions to the plan (i.e., in the event of a complete or partial withdrawal from the multiemployer pension plans). ABF Freight’s funding obligations to the multiemployer pension plans to which it contributes are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”), which was permanently extended by the Multiemployer Pension Reform Act of 2014 (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015.2015. Through the term of its current collective bargaining agreement, ABF Freight’s multiemployer pension plan contribution obligations generally will be satisfied by making the specified contributions when due. However, we cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees. See Note JK to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more specific disclosures regarding the multiemployer pension plans to which ABF Freight contributes.contributes, and discussion of legislation impacting funding for multiemployer pension plans.

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ABF Freight operates in a highly competitive industry which consists predominantlycomprised primarily of nonunion motor carriers. Nonunion competitors have a lower fringe benefit cost structure and less stringent labor work rules, and certain carriers also have lower wage rates for their freight-handling and driving personnel. Wage and benefit concessions granted to certain union competitors also allow for a lower cost structure. ABF Freight has continued to address with the IBT the effect of the wage and benefit cost structure on its operating results. Lower cost increases throughoutresults with the 2018IBT. Under the 2023 ABF NMFA, contract period and increased flexibility in labor work rules are important factors in bringing ABF Freight’s labor cost structure closer in line with that of its competitors; however, ABF Freight continues to pay some of the highest benefit contribution rates in the industry. These rates include contributionsindustry and through this contract, ABF Freight is allowed to implement location-specific wage increases in areas where hiring has been challenging. Due to the joint and several liability of multiemployer plans, a portion of whichABF Freight’s multiemployer plan contributions are used to fund benefits for individuals who were never employed by ABF Freight. Information provided by a large multiemployer pension plan to whichwhom ABF Freight contributes indicates that approximately 50% of the plan’s benefit payments are made to retirees of companies that are no longer contributing employers to that plan.never employed.

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Asset-Light OperationsSegment

The ArcBest and FleetNet reportable segments, combined, represent our Asset-Light operations. Our Asset-Light operations aresegment is a key component of our strategy to offer customers a single source of integrated logistics solutions, designed to satisfy the complex supply chain and unique shipping requirements customers encounter. Through unique methodsBy leveraging technology and processes, including technology solutions and the use of third-party service providers, our Asset-Light operations provideteam provides various logistics and maintenance services without significant investment in revenue equipment or real estate. Asset-Light financial results previously included the ArcBest segment and FleetNet. In our discussion below, Asset-Light represents the reportable operating segment previously named ArcBest, exclusive of the discontinued operations of FleetNet, which sold on February 28, 2023, as previously discussed in the ArcBest Corporation section of Business.

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For the year ended December 31, 2021,2023, the combined revenues of our Asset-Light operations accounted forsegment have decreased to approximately 38% of our total revenues before other revenues and intercompany eliminations. For the year ended December 31, 2021, no single customer accounted for more than 7% of the ArcBest segment’s revenues, and the segment’s 10 largest customers, on a combined basis, accounted for approximately 32% of its revenues. Following our acquisition of MoLo, our Asset-Light operations accounted for approximately 44%37% of our total revenues before other revenues and intercompany eliminations, versus 42% for 2022, reflecting a softer market, which began in the fourth quartersecond half of 2021, indicating strong momentum in our efforts to align our revenue mix with that2022. For the year ended December 31, 2023, no single customer accounted for more than 2% of our customers’ logistics spend.the Asset-Light segment’s revenues, and the segment’s ten largest customers, on a combined basis, accounted for approximately 13% of its revenues. Note NO to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K contains additional segment financial information, including revenues and operating income for the years ended December 31, 2021, 2020,2023, 2022, and 2019.2021.

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shipping, and specialized equipment, coupled with an owned fleet of trailers, strong technology, and carrier- and customer-based Web tools. With the addition of MoLo,Through our truckload and dedicated services, we offer a growing network of more than 80,000105,000 approved contract carriers, with servicesservice to all 50 states, Canada, and Mexico. Additional value is created for customers through seamless access to the ABF Freight network.

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Expedite

Leveraging our best-in-class Panther fleet, we offer expedite freight transportation services to commercial and government customers. We also offer premium logistics services that involve the rapid deployment of highly specialized equipment to meet precise linehaul requirements, such as temperature control, hazardous materials, geofencing (routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route), specialized government cargo, security services, and life sciences. Through these services, ArcBest solves the toughest shipping and logistics challenges customers face through a global network of owner-operators and contract carriers.

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We rely on third-party carriers for most of the network capacity for our expedite operations, including owner-operators, ground linehaul providers, cartage agents, and other transportation asset providers. We choose carriers based on how well they can meet our customers’ needs in terms of price, technology capabilities, geographic coverage, and service quality. Third-party-owned vehicles are driven by independent contract drivers and drivers engaged directly by independent owners of multiple pieces of equipment, commonly referred to as fleet owners. Our expedite operations own a fleet of trailers, the communication devices used by its owner-operators, and certain highly specialized equipment, primarily temperature-controlled and temperature-validated trailers, to meet the service requirements of certain customers.

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Managed Transportation

Through our managed transportation solutions, we partner with customers to create and execute a logistics strategy designed to increase operational efficiencies, reduce costs, and give our customers better insight into their supply chains. ArcBest seeks to offer value by identifying specific challenges relating to customers’ supply chain needs and providing customized solutions utilizing technology, both internally to manage our business processes and externally to provide shipment and inventory visibility to our customers. Additional value is created for customers through seamless access to the ABF Freight network, the Panther fleet, the MoLo truckload brokerage operation, and our dedicated truckload division, offering strategic supply chain solutions with unique access to assured capacity.

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International

Our Internationalinternational shipping and logistics services provide internationalglobal ocean and air shipping solutions by partnering with ocean shipping lines and air freight carriers worldwide, as well as cross-border shipping and ground transportation to and from ports. As a non-vessel operating common carrier, we provide less-than-container load and full-containerfull container load service, offering ocean transport to approximately 90% of the total ocean international market to and from the United States. We also offer warehousing and distribution services to and from major global ports across the globe to streamline our customers’ ocean shipping processes.

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Managed Transportation

Through our managed transportation solutions, we provide complete freight transportation management services which enable customers to continually optimize their supply chains. ArcBest seeks to offer value through identifying specific challenges relating to customers’ supply chain needs and providing customized solutions utilizing technology, both internally to manage its business processes and externally to provide shipment and inventory visibility to its customers. Additional value is created for customers through seamless access to the ABF Freight network, the Panther Premium Logistics fleet, and other ArcBest capacity sources, offering strategic supply chain solutions with unique access to assured capacity.

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Freight Line, Inc.; Saia, Inc.; the U.S. LTL operating segment of TFI International Inc.,; and the North American LTL reporting segment of XPO, Logistics, Inc. The segment’s U-Pack business also competes with self-move businesses that offer moving and storage container services. Competition is based primarily on price, service, and availability of flexible shipping options to customers. The Asset-Based segment’s careful cargo handling, access to other ArcBest logistics solutions, and use of technology, both internally to manage its business processes and externally to provide shipment visibility to its customers, are examples of how we add value to our services.

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Our ArcBestAsset-Light segment operates in a very competitive asset-light logistics market that includes approximately 17,00029,000 active brokerage authorities, as well as asset-based truckload carriers,carriers; logistics companies including large and small expedite carriers, smaller expedite carriers,carriers; foreign and U.S.-based non-vessel-operating common carriers,carriers; freight forwarders,forwarders; internal shipping departments at companies that have substantial transportation requirements,requirements; smaller niche service providers,providers; and a wide variety of other solution providers, including large integrated transportation companies as well as regional warehouse and transportation management firms. The segment competes most directly with logistics companies, including Landstar System, Inc., Echo Global Logistics, Inc., Hub Group, Inc., the North American Surface Transportation segment of C.H. Robinson Worldwide, Inc.,; Covenant Logistics Group, Inc.; Hub Group, Inc.; the Integrated Capacity Solutions segment of J.B. Hunt Transport Services, Inc.,; the Logistics segment of Knight-Swift Transportation Holdings Inc.,; Landstar System, Inc.; the Truckload Brokerage service offering of RXO, Inc.; and the Brokerage and Other ServicesFreight segment of XPO Logistics,Uber Technologies, Inc. ArcBest’s moving services compete with truck rental, self-move, and van line service providers, and a number ofseveral emerging self-move competitors who offer moving and storage container service. Quality of service, technological capabilities, and industry expertise are critical differentiators among the competition. In particular, companies with advanced systems that offer optimized shipping solutions, reliable access to capacity, real-time visibility of shipments, verification of chain of custody procedures, and advanced security have significant operational advantages and create enhanced customer value.

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FleetNet competes in the commercial vehicle maintenance and repair industry in two major sectors: emergency roadside and preventive maintenance. FleetNet competes directly against other third-party service providers, automotive fleet managers, leasing companies, and companies handling repairs in-house via individual service providers. Market competition for FleetNet is based primarily on maintenance solutions service offerings. In partnership with best-in-class third-party vendors, FleetNet offers flexible, customized solutions and utilizes technology to provide valuable information and data to minimize fleet downtime, reduce maintenance events, and lower total maintenance costs for its customers.

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Industry Factors

According to management’s estimates, and market studies by Armstrong & Associates, Inc. and the U.S. Department of Commerce during 2023, the total market potential in the industry segments we serve is approximately $355 billion, with $42 billion of potential revenue in the LTL market segment, $270 billion potential in the markets served by our ArcBest segment, and $43 billion in the maintenance and repair market served by our FleetNet segment.$494 billion. The LTL industry has significant barriers to entry and is highly competitive, as previously discussed in “Asset-Based Segment” within this Business section. Our Asset-Light operations representmarket share represents a minorsmall portion of the total market, which evidences the significant growth opportunity for us in this segment, a growth position already strengthened with the outsourced logistics market. The addition of MoLo to our Asset-Light operations strengthens our growth position in the domestic transportation management market.November 2021. More sophisticated supply chain practices are required as supply chains expand and become more complex, product and service needs continue to evolve, and companies look for solutions to their logistics challenges and lower costlower-cost supply chain alternatives.

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The transportation industry is subject to numerous laws, rules, and regulations, as further discussed below within “Environmental and Other Government Regulations,” and carriers are required to obtain and maintain various licenses and permits, some of which are difficult to obtain. The trucking industry faces rising costs of compliance with government regulations on safety, equipment design and maintenance, driver utilization, climate-related impact, and fuel economy, as well as increasing costs in certain non-industry specific areas that are not industry-specific, including health care and retirement benefits. Higher compliance costs will continue to impair the competitiveness of smaller carriers in the logistics market, which may lead to tighter capacity or consolidation within certain sectors. In addition, disruptions from unexpected events such as natural disasters, geopolitical conflicts and, in prior years, the COVID-19 pandemic have resulted in further utilization of expedited shipping and premium logistics services and have caused companies to focus on risk management within their supply chains.

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Directly addressing our customers’ supply chain challenges is a natural extension of our mission. We work to build efficiencies and sustainable best practices within our own business and the supply chain as a whole. We have made additional technology investments to improve both customer experience and carrier capacity experience while continuing to optimize costs in our operating segments:costs. Some examples of these investments include:

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Typically, freight transportation customers communicate their freight needs, on a shipment-by-shipment basis, by means ofusing telephone, email, web, mobile applications, or electronic data interchange (“EDI”) and, more recently, by, or API. In the ArcBestAsset-Light segment, the information about each shipment is entered into a proprietaryan operating system whichthat facilitates the selection of a contracted carrier or carriers based on the carrier’s service capability, equipment availability, freight rates, and other relevant factors. Once the carrier is selected, the cost for the transportation has been agreed upon, and the carrier has committed to provideproviding the transportation, we are in contact with the carrier through numerous means of communication (i.e.(e.g., mobile apps, satellite tracking, electronic logging device (“ELD”), and other communication units on the vehicles) to continually update the position of equipment to better meet customers’ requirements to track the status of the shipment from origin to delivery. The various tracking methods automatically update our fully integrated internal software and provide customers with real-time electronic updates.

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We make information readily accessible to our customers through various electronic pricing, billing, and tracking services, including mobile-responsive websites whichthat allow customers to access information about their shipments, request shipment pickup, and utilize a variety ofvarious other digital tools. Online functions tailored to the services requested by customers include bill of lading generation, pickup planning, customer-specific price quotations, proactive tracking, customized e-mailemail notification, logistics reporting, dynamic rerouting, and Extensible Markup Language (XML) connectivity.other connectivity tools. This technology allows customers to directly incorporate data from our systems directly into their own websitewebsites, transportation management systems, or other information systems using EDI standards as well asand secure API. As a result, our customers can provide shipping information and support directly to their own customers.

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ArcBest has also launched an innovation acceleratorInnovation Ambassador Program to encourage new, transformative ideas. This acceleratorprogram includes a team of employees from across the organization who work closely with executive leadership to identify opportunities for disruptive innovation within our company and to evaluate potential external innovation partners. In 2020,Additionally, during 2023, ArcBest was a memberTechnologies sponsored its fourth annual Imagine competition, allowing teams to collaborate and work on innovative ideas related to technology and business systems innovation. The 2023 competition asked teams of employees across the Blockchain in Transport Alliance, which is a consortium of more than 250 freight transportation companies workingorganization to developcollaborate and set standards forwork on innovative ideas to improve our ability to meet the use of blockchain technology within the logistics and transportation industry.

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In May 2021, ArcBest announced a $1 million investment in the Peak Innovation Center, a state-of-the-art career and technical education center that will be available to approximately 43,000 students from 22 regional school districts. The Peak Innovation Center, with an anticipated opening in 2022, is expected to address needs of our customers and enhance the Fort Smith, Arkansas community to create a pipeline of local talent to fill existing jobs and support further economic growth.customer experience.

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Insurance

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Generally, claims exposure in the freight transportation and logistics industry consists of workers’ compensation, third-party casualty liability, and cargo loss and damage. We are effectively self-insured for $1.0$2.0 million of each workers’ compensation loss. For each third-party casualtygeneral liability loss, we are generally self-insured for $1.0$2.0 million. We are also self-insured for each cargo loss up to a $0.3 million deductible for our Asset-Based segment and a $0.1 million deductible for the majority of our ArcBestAsset-Light segment, with a $3.0 million retention limit for each auto accident or loss and a 50/50 quota share on $2.0 million in excess of the $3.0 million retention limit on auto losses. We are self-insured for each cargo loss up to a $10 thousand deductible for the truckload service of our Asset-Light segment. We maintain insurance that we believe is adequate to cover losses in excess of such self-insured amounts or deductibles. However, we cannot provide assurance that our insurance coverage will provide adequate protection under all circumstances or against all potential losses. We have experienced situations where excess insurance carriers have become insolvent.insolvent or are not willing to write liability coverage for brokerage liability. We pay assessments and fees to state guaranty funds in states where we have workers’

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(“GHG”) emissions (“EPA/NHTSA Phase 2”), through their authorities under the Clean Air Act, as amended, imposing new fuel efficiency standards for medium- and heavy-duty vehicles and engines, such as those operated by our Asset-Based segment, for model years 2021-2027 and also instituting fuel efficiency improvement technology requirements for trailer model years 2018-2027. In September 2020,April 2023, the U.S. CourtEPA announced a proposal for a third phase of Appeals for the District of Columbia stayedGHG emissions (“EPA/NHTSA Phase 3”), which includes more stringent standards to reduce GHG emissions from heavy-duty vehicles beginning with model year 2027 beyond the portion ofcurrent standards applicable under the EPA/NHTSA Phase 2 Final Rule regarding2. Similarly, the trailer regulations,EPA proposed more ambitious emissions reduction standards for light- and the review of the Final Rule has an indefinite date of final ruling.medium-duty vehicles starting with model year 2027 in April 2023.

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In September 2019, the state of California signed legislation which directs the California Air Resources Board (the “CARB”) and other state agencies to develop and implement a comprehensive inspection and maintenance program for heavy-duty vehicles. A number of states have individually enacted, and California and certain other states may continue to enact, legislation relating to engine emissions, trailer regulations, fuel economy, and/or fuel formulation, such as regulations enacted by the CARB. In December 2019,This legislation, now known as the CARB announced it will be suspending, until at least January 2022, its previously approved plansClean Truck Check Program, combines periodic vehicle testing requirements with other emissions monitoring techniques, in an effort to enforce certain provisions ofprovide significant reductions in pollution necessary to achieve federal air quality mandates in California. The program requirements also include annual reporting in the EPA/NHTSA Phase 2 Final Rule that would regulate glider kits and trailers. In the event the EPA does not enforce the trailer regulations of EPA/NHTSA Phase 2, certain other states may also individually enact legislation to enforce the regulations.newly created Clean Truck Check database for self-propelled vehicles registered for on-road use, along with annual per vehicle compliance fees beginning in 2023. At the present time, management believes that these regulations may notcould result in significant net additional overall costs should the technologies developed for tractors, as required in the EPA/NHTSA Phase 2 rulemaking, prove not to be as cost-effective as forecasted by the EPA and the NHTSA.

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In October 2023, the state of California signed legislation under the Climate Corporate Data Accountability Act requiring reporting of direct and indirect greenhouse gas emissions starting in 2026 and 2027 for U.S. companies with annual revenues of $1 billion or more doing business in the state of California and under the Climate-Related Financial Risk Act requiring companies generating $500 million or more in total annual revenue doing business in the state of California to report financial risks related to climate change and related plans for risk mitigation. The U.S. government through the Securities and Exchange Commission’s proposed corporate climate disclosure rules and President Biden’s proposed disclosure rules for federal contractors is considering broader reporting requirements, although neither have been finalized.

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In November 2018, the EPA launched the “Cleaner Trucks Initiative” (the “CTI”) which includes plans for future rulemaking to reduce nitrogen oxide emissions. In January 2020, the EPA published an Advanced Notice of Proposed Rulemaking to solicit pre-proposal comments on the CTI. One planned feature of the initiative is to coordinate emissions standards nationwide in an effort to make compliance easier for the industry by preventing a further patchwork of state and local emissions regulations. In August 2021, the EPA announced the “Clean Truck Plan,” a series of rulemakings over the next three years, the first of which is expected to be finalized by Decemberwas proposed in March 2022, to set new emissions standards to reduce nitrogen oxide emissions from heavy-duty vehicles beginning with model year 2027. The passage of the Inflation Reduction Act of 2022 in August 2022 also seeks to update GHG standards.

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periodic facility inspections and monitoring and reporting of stormwater sampling results. Management believes we are in substantial compliance with all such regulations. Notwithstanding current compliance, we previously determined that certain procedures regarding sampling, documentation, and reporting were not appropriately being performed in accordance with the CWA. As such, we self-reported the matter to the EPA. WeOn March 20, 2023, ABF Freight entered into a consent decree with the EPA (the “Consent Decree”) to resolve alleged compliance issues under the CWA and, as a result, paid civil penalties of $0.5 million, including interest, during the third quarter of 2023. By the date of the Consent Decree, the Asset-Based service center facilities were in general compliance with the stormwater laws and have reservedensured compliance with applicable stormwater permits under the CWA. ABF Freight has internally developed an estimated settlement expenseenvironmental stormwater management strategy, including the delineation of roles and responsibilities for this matter,stormwater maintenance and compliance; developing procedures for whichtracking the resolution is not expected to have a material adverse effect on our financial condition, resultspermit process, including comprehensive employee training; implementing standard operating procedures; ensuring contractor awareness of operations, or cash flows.stormwater laws; and tracking facility-specific corrective actions throughout the term of the Consent Decree.

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We have received notices from the EPA and others that we have been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, or other federal or state environmental statutes, at several hazardous waste sites. After investigating our subsidiaries’ involvement in waste disposal or waste generation at such sites, we have either agreed to de minimis settlements or determined that our obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurance in this regard.

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It is anticipated that the resolution of our environmental matters could take place over several years. Our reserves for environmental compliance matters and cleanup costs are estimated based on management’s experience with similar environmental matters and on testing performed at certain sites.

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Other Government Regulations

We operate in the United States, and from the United States for international transportation, pursuant to federal operating authority granted by the U.S. Department of Transportation (the “DOT”) and the U.S. Federal Maritime Commission. Our operations are subject to cargo security and transportation regulations issued by the Transportation Security Administration and regulations issued by the U.S. Department of Homeland Security.

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We operate under the Occupational Safety and Health Act of 1970 (the “OSH Act”). Under the OSH Act, ArcBest has a responsibility to provide employees a safe workplace. This includes, but is not limited to:

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Our Asset-Based operations and our ArcBestAsset-Light segment’s network of third-party contract carriers must comply with industry regulations, including the ELD mandate of the Federal Motor Carrier Safety Administration (the “FMCSA”) for interstate commercial trucks and hours-of-service,hours of service, safety and fitness, and other regulations of the DOT, including requirements related to drug and alcohol testing. We are subject to the hazardous materials regulations of the FMCSA for our transportation and arrangement for transportation of hazardous materials and explosives, as well as our disposal of hazardous waste.

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We provide transportation and logistics services to and from a number of international locations and are, therefore, subject to a wide variety of domestic and international laws and regulations, including export and import laws. We are also subject to compliance with the Foreign Corrupt Practices Act of 1977, as amended and hold Customs-Trade Partnership Against Terrorism status for businesses within our Asset-Based and ArcBestAsset-Light segments.

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Human Capital Resources

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Our people are at the heart of our success, and we’re buildingwe provide a workplace that embracesrespects all cultures, languages, perspectives, and experiences, so that we can provide the best atmosphere for our employees and the best service to our customers. As of December 2021,2023, we had over 14,00015,000 employees, of which approximately 58%56% were members of labor unions. As previously described in the “Asset-Based Segment” within this Business section, as of December 2021,2023, approximately 82% of our Asset-Based segment’s employees were covered under the 20182023 ABF NMFA, the collective bargaining agreement with the IBT, which will remain in effect through June 30, 2023.2028.

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Employee Attraction, Development, and Retention

Our business results and future growth opportunities depend on our ability to successfully manage our human capital resources, including attracting, developing, retaining, and retainingupskilling our personnel. We strive to recruit values-aligned people who are the right individuals for each position and maintain a culture of continuous growth and development of our employees. Our data enriched,data-enriched, real-time linkage between forecasted demand and diverse talent pools, along with hiring for character, enable our unified recruiting team to attract and onboard the right candidates for the right roles faster than ever before. It all starts with hiring the right, values-aligned people.roles. We then have intentional training and development plans throughout each stage of career progression that accelerate job mastery and development for future roles. We strive to recruit the right individual for each position and maintain a culture of continuous growth and development for our employees.  Through ourOur comprehensive learning program we offeroffers classroom, virtual, and web-based training options. We also offer a tuition reimbursement program, and we partner with a private university to offerprovide onsite and virtual classes for employees to further their education. In 2023, we announced the launch of ArcBest’s Employee Dependent Scholarship Program with initial scholarships to be awarded in 2024.

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We utilize a customized performance management system that incorporates goals and development planning to better position employees in their career paths. Employees meetparticipate in annual career conversations with their direct supervisor annually to participate in an annual career conversation.supervisor. We also have a succession planning program to ensure continuity in critical roles, within our organization, allowing leaders to identify and develop employees for specific career paths. We evaluate compensation to ensure it remains competitive, including the insurance and retirement benefits, and we provideoffer programs to support the four pillars of wellness for our employees – physical, financial, emotional,emotional/social, and social. Andevelopmental. We conduct an annual survey is conductedas well as periodic pulse surveys to request employee feedback from employees to help us assess and improve engagement and implement changes to enhance our work environment.

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Attracting, retaining, and retainingupskilling qualified truck drivers is crucial to our business. To address the driver shortage that continues to impact the freight transportation industry, we have strong hiring partnerships with the IBT and the military that allowsallow us to hire potential drivers and train thempotential drivers before they leave the military service. We also have anconduct in-house training program through our Driver Development Program, a six-week paid training program, in certain service center locations, to help drivers earn a CDL-A license, and frequentwe host onsite hiring events at critical locations.locations, as needed.

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Diversity, Equity, and Inclusion

We embrace and encourage diverse experienceexperiences, needs, and perspectives which, in turn, help us create an environment in whichwhere our employees wantfeel welcome, safe, and valued. Such diversity enables us to belong, and such diversity helps us better serve our customers around the globe. We partnerpartnered with a consulting firm who specializesspecializing in the areas of diversity, equity, and inclusion (“DEI”) as we work to assess,measure and develop and measure these areas of human capital management in our organization. Our three-year DEI roadmap is divided into four main areas — workforce, workplace, community, and marketplace — each focusing on a different aspect of corporate diversity.

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We continue to invest in personnel and partnerships to lead and execute ArcBest’s DEI strategy. Our Corporate Social Responsibility (CSR) team leads ArcBest’s DEI initiatives, reporting quarterly to the Nominating/Corporate Governance Committee of our Board of Directors. We also regularly engage leaders in the organization to advance our people and community programs. Our DEI Task Force shapes ArcBest’s DEI vision by identifying best practices and creating opportunities for meaningful engagement about workplace diversity. Our voluntary, employee-led Employee Resource Groups (“ERGs”) help create an open and welcoming space to foster community building for employees’ shared identities, experiences, or interest in supporting underrepresented talent. We now have six ERGs available to employees, including ERGs focused on women in the supply chain industry; neurodivergent employees or employees caring for neurodivergent loved ones; employees of color; employees who are military veterans or currently serving military members or family members; LGBTQ+ employees or allies; and a welcoming network for new employees or employees who have recently relocated and are looking for support in making connections within ArcBest.  

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In October 2022, we announced our partnership with Integrate Autism Employment Advisors (“Integrate”), a non-profit organization that collaborates with companies to identify, recruit, and retain professionals on the autism spectrum, to foster a neuro-inclusive workforce and continue attracting the best talent with unique skill sets. Our investments in internal programs and in partnerships, including with Integrate, demonstrate ArcBest's commitment to advancing DEI initiatives to create a workplace where every employee comes to work feeling safe, welcome, and valued.

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Our 2023 new hires represented a variety of backgrounds and experiences, with over 54% being diverse as categorized by gender, race, ethnicity, or military status. We are intentional in our efforts to attract, hire, retain, and upskill diverse and historically excluded talent, including those within the neurodivergent community. Our Neurodivergent Project Team has helped develop our neuroinclusive strategy by raising awareness, educating co-workers, and engaging with department leaders about positions that may be particularly well-suited for individuals on the autism spectrum.

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Our corporate Code of Conduct sets forth our general principles of business conduct and ethics.ethics principles. Our nonunion employees are required to participate in annual Code of Conduct training, which includesalso covers our anti-discrimination and anti-harassment policies to further educate to our employees about the importance ofprohibited behaviors that undermine diversity. In 2021, 100% of ourOur new hires completedcomplete anti-harassment training. Over 85% oftraining, and our management employees participated inare provided with DEI training in 2021.

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Other Intellectual Property

Additionally, our business and operations utilize and depend upon both internally developed and purchased technology. We have obtained or are pursuing patent protection on internally developed and certain purchased technology, including equipment and process patents in connection with the previously disclosed pilot test program at ABF Freight.  Vaux freight handling program.

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Commitment to Social and Environmental Responsibility

We are focused on understanding the potential impact and related risks of environmental social, and governance (“ESG”)social issues on our business as well asand the impact of our operations on the environment. In recent years, we have invested in personnel and resources to develop our ESGsustainability and corporate citizenship program. We are integrating ESGthese factors into our strategy as we continue to seek more sustainable approaches across our business and partner with customers to meet sustainability needs in their supply chains. Beginning with our 2019 report, weWe have voluntarily published an annual ESG report over the last four years that details our ESGresponsible business focal points, including DEI efforts, sustainability approaches, investments in operational efficiencies and innovation, safety standards, and community-based partnerships. We are working towards adopting and aligningto align our ESGsustainability framework with pertinent Sustainability Accounting Standards Board (SASB)(“SASB”) standards, which connect businesses and investors onto the financial impacts of sustainability and identify the subset of ESGrelated issues most relevant to financial performance.performance, and the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework. In 2021,2023, we collaboratedcontinued to collaborate with a third-party consultant to conduct a materiality assessment that will help identify and prioritize our responsible business initiatives. As mentioned previously, we continue to develop our sustainability dashboard, which is used to track quantitative metrics related to the environmental impact of our operations, including emissions. This dashboard will be utilized, along with qualitative analysis, to identify areas for improvement, track our Scope 1 (direct) and Scope 2 (indirect) GHG emissions and, in future phases of the sustainability dashboard project, provide insights to our customers supply chains until 2024 when we plan to transition to a third-party platform that will enable us to calculate and disclose Scope 3 emissions in the future. Preliminary information regarding our Scope 1 and Scope 2 emissions based on this dashboard can be found on the Company’s website. Additionally, our 2022 ESG initiatives.Report included Scope 1 and Scope 2 emissions disclosures and other disclosures required by SASB and TCFD.

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We are actively involved in efforts to promote a cleaner environment by reducing both fuel consumption and emissions. In 2021, we established aemissions, including through our GHG emissions measurement task force, which was established to better understand the impact of our business on the environment and opportunities for improvement. ArcBest, ABF Freight, participatesPanther, and MoLo participate in the EPA’s SmartWay Transport Partnership, a collaboration between the EPA and the freight transportation industry that helps freight shippers, carriers, and logistics companies reduce GHGs and diesel emissions. ABF Freight has also participated in opportunities to address environmental issues in association with the Sustainability Task Force of the American Trucking Associations’ Sustainability Task Force.Associations. For many years, our Asset-Based segment has voluntarily limited the maximum speed of its trucks, which reducesthereby reducing fuel consumption and emissions and contributescontributing to ABF Freight’s excellent safety record. Our Asset-Based segment utilizes engine idle management programming to automatically shut down engines of parked tractors.tractors, in addition to our City Route Optimization program that has allowed ABF Freight to run fewer miles with less idling in traffic reducing our emissions impact. Fuel consumption and emissions have also been minimized through a strict equipment maintenance schedule. To further enhance fuel economy and reduce emissions, ABF Freight voluntarily installs aerodynamic aids on its fleet of over-the-road trailers. We continue to research and pursue more sustainable equipment, including replacing aging equipment models with clean, fuel-efficient equipment. In our dock operations, we utilize forklifts with engines powered by liquefied petroleum gas (“LPG”)(LPG), which is recognized by the EPA recognizes as a clean, alternative fuel.fuel, and have invested in a small number of electric forklifts, electric yard tractors, and electric Class 6 straight trucks to replace diesel-burning equipment. Additionally, in 2021, we2022, our Asset-Light segment began conductingleasing a demo of an electric battery yard tractor at one of our distribution centers.LEED Gold-certified office facility in Chicago, which was constructed to include a green roof, smart lighting, energy-efficient HVAC units, and additional eco-friendly features.

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Contributions & Awards

We have a corporateOur culture is focused on quality service and responsibility. Ourresponsibility, and our employees are committed to the communities in which they live and work. We make financial contributions to a number of charitable organizations, many of which are supported by our employees. These employees volunteer their time and expertise, and many serve as officers or board members of various charitablephilanthropic organizations. To help guide our actions in our giving efforts, we have outlined our three philanthropic pillars — Community, Education and People. In thecelebration of our 100th anniversary, we committed to $1 million in centennial giving during 2023 to organizations that align with our philanthropic pillars. In our corporate headquarters’ local community, of our corporate headquarters, we have been a long-time supporter oflong supported the United Way of Fort Smith Area and its partner organizations. In 2021,2023, with employee support, we again earned the United Way’s coveted Pacesetter award by setting the standard for leadership and community support.support, along with the Chairman’s Award and the Outstanding Achievement award for 2022-2023 campaign efforts. ArcBest was votedhas earned a spot in Forbes “Best-In-State Employers” list in Arkansas for the Times Record “Best of the Best” place to workfourth year, including ranking as No. 3 in Arkansas overall and No. 1 in the Fort Smith, Arkansas regionTransportation and Logistics Employer category, in 2020 for the third consecutive year and is a three-time recipient

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addition to holding an A+ culture rating by employees via Comparably. We support our employees as they carry out our wellness value by participating in healthy workplace initiatives within the workplace and by representing our company in wellness events in their local communities. Our employees are also great contributors of time to our local community through various volunteer activities.

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In addition to the recognitionrecognitions noted above, ArcBest has been recognized with the following awards since 2020:2022:

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Our Chairman of the Board, President and CEO, Judy R. McReynolds, was named a Power Playerto Arkansas Money & Politics’s 2024 Influencers of the Year list, the Women’s Foundation of Arkansas and Little Rock Soiree Top 100 Women of Impact in leading top logistics companiesArkansas in 2023 and the Arkansas Business Hall of Fame class of 2023. As listed above, the Company received Comparably’s 2023 Best CEOs for 2021 by Business Insider andWomen award, honoring Ms. McReynolds for the third consecutive year. She was also named to the following lists:2022 Arkansas Business Executive of the “2021 Best CEOs”Year by Comparably,Arkansas Business, included on the “2020 Top 10 Womenprestigious 2022 Forbes 50 over 50, named a Gartner CEO Talent Champion in Logistics” by Global Trade Magazine,2022, and the “Arkansas 250” list of Arkansas’ most influential leaders by Arkansas Business in 2020 and 2021. ArcBest was also designated as a 2020 Women on Boards “Winning “W” Company” for having more than 20% of our Board of Directors’ seats held by women. During 2021, ArcBest was also recognized by 50/50 Women on Boards as a “3+” corporation for having three or more women on our Board of Directors.2022.

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Asset-Based Segment

Our Asset-Based carrier ABF Freight has received the following awards during 2021:since 2022:

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Our Asset-Based segment is dedicated to safety and security in providing transportation and freight-handling services to its customers. ABF Freight is a ten-time winner of the American Trucking Associations’ Excellence in Security Award, an eight-timenine-time winner of the Excellence in Claims & Loss PreventionSecurity Award and a seven-time winner of the President’s Trophy for Safety.Safety from the American Trucking Associations. In January 2022, two2024, three ABF Freight drivers were named by the American Trucking Associations as captains of the 2022-20232024-2025 “America’s Road Team,” continuing the long-time tradition of ABF Freight’s representation in this select program based on the drivers’ exceptional safety records and their strong commitment to safety and professionalism.

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During 2023, ABF Freight also partnerspartnered with the IBT and the U.S. Army in the Teamsters Military Assistance Program (TMAP), a joint training program to help soldiers transition from military service to civilian careers as professional truck drivers. In 2023, ABF Freight earnedwas highlighted in the designation as a 2021Task Force Movement (TFM): Life Cycle Pathway for Military Friendly^® Employerand Veterans into Trucking report for its support of veterans by providing training and employment opportunities in the freight and logistics industry. In 2020,TMAP. ABF Freight formedhas a partnership with the U.S. Military to train transitioning service members for our management roles through the Department of Defense SkillbridgeSkillBridge program. ABF Freight also participates in the U.S. Army Partnership for Youth Success program. This initiative connects first-term regular Army and Army Reserve soldiers to the civilian workforce by providing two guaranteed job interviews and possible employment after their service in the Army.

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is electronically filed with, or furnished to, the SEC. The Annual Report on Form 10-K and other information may also be obtained without charge in writing to ArcBest Corporation, Attention: Investor Relations, 8401 McClure Drive, Fort Smith, AR 72916; or by telephone at 479-785-6000. The information contained on our website does not constitute part of this Annual Report on Form 10-K, nor shall it be deemed incorporated by reference into this Annual Report on Form 10-K.

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In addition to its reports filed or furnished with the SEC, the Company publicly discloses material information from time to time in our press releases, at annual meetings of shareholders, in publicly accessible conferences and investor presentations, and through our website (principally in its News and Events and Investor Relations pages).

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computer viruses,viruses; and other events beyond our control, including cybersecurity attacks and other cyber incidents such as denial of service, system failure, security breach, intentional or inadvertent acts by employees or vendors with access to our systems or data, orphishing, disruption by malware.malware, or attacks enabled by AI. Any significant failure or other disruption in our critical IT systems that impacts the availability, reliability, speed, accuracy, or other proper functioning of these systems or that results in proprietary information or sensitive or confidential data, including personal information of customers, employees and others, being compromised could have a significant impact on our business, interrupt or delay our operations, damage our reputation, cause a loss of customers, cause errors or delays in financial reporting, result in violation of privacy laws, expose us to a risk of loss or litigation, and/or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse effect on our business, results of operations, and financial condition.

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Any newNew or enhanced technology that we may develop and implement may also be subject to cybersecurity attacks and may be more prone to related incidents. We also utilize certain third-party software applications provided by third parties;applications; provide underlying data to third parties; grant access to certain of our systems to third parties who provide certain services; and increasingly store and transmit data with our customers and third parties by means of connected IT systems, any of which may increase the risk of a data privacy breach or other cybersecurity incident. Any problems caused by or impacting these third parties, including cybercybersecurity attacks and security breaches at a vendor, could result in claims, litigation, losses and/or liabilities and materially adversely affect our ability to provide service to our customers and otherwise conduct our business.

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In response to the health and safety risks posed by the COVID-19 pandemic and in an effort to mitigate the spread of COVID-19, we transitioned a significantA portion of our employee population tooperates under remote and hybrid work arrangements, in 2020,which has increased demand for IT resources and many of our employees continue to work remotely, which may increase our exposure to cybersecurity risks, including an increased demand for IT resources, increased risk of social engineering attempts, such as phishing, unauthorized access to proprietary information or sensitive or confidential data, and other cybersecurity attacks. Althoughincidents. As AI capabilities improve and are increasingly adopted, we have implemented measures to mitigate the heightened risk, we cannot be certain that such measures will be effective to prevent amay see cybersecurity incident from materializing. We attempt to mitigate our exposure to these risksattacks perpetrated through our technology security programs and disaster recovery plans, but there can be no assurance that such measures will prevent such risks.AI. While we maintain property and cyber insurance, losses arising from a significant disaster or cyber incident would likelymay exceed our insurance coverage and could have a material adverse impact on our results of operations and financial condition. We do notAlthough we have insurance coverage specificimplemented measures to losses resultingmitigate our exposure to the heightened risks of cybersecurity incidents, we cannot be certain that such measures will be effective to prevent a cybersecurity incident from a pandemic.materializing.

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We have experienced incidents involving attempted denial of service attacks, malware attacks, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other types of malicious events that could have resulted in harm to our business. To our knowledge, the various protections we have employed have been effective to date in identifying these types of events at a pointpoints when the impact on our business could be minimized. Despite our efforts to monitor and develop our information technologyIT networks and infrastructure, due to the increasing sophistication of cyber criminals and the development of new techniques for attack, we may be unable to anticipate, or promptly detect, or timely implement adequate protective or remedial measures against the activitiescybersecurity attacks or recover use of perpetrators of cyber attacks.our IT networks and infrastructure timely.

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We engage third parties to provide certain information technologyIT needs, including licensed software, and the inability to maintain these third-party systems or licenses, or any interruptions or failures thereof, could adversely affect our business.

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Certain of our information technologyIT needs are provided or supported by third parties, and we have limited control over the operation, quality, or maintenance of services provided by our vendors or whether they will continue to provide services that are essential to our business. The efficient and uninterrupted operation of our IT systems depends upon the internet, electric utility providers, and telecommunications providers. The IT systemsoperations of our third-party service providers are vulnerable to interruption by adverse weather conditions or natural disasters, power loss, telecommunications failures, terrorist attacks,

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If we are unable to timely and effectively develop and implement new or enhanced technology or processes, or if we fail to realize the potential benefits thereof, including the pilot test program at ABF Freight, we may suffer competitive disadvantage, loss of customers, or other consequences that could negatively impact our business, results of operations, and financial condition.

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The industry has experienced, and will likely continue to experience, rapid changes in technology, including the development of new technology, the deployment of emerging technology, such as generative AI and machine learning, and enhancements in existing technology. AsWith industry advancements in technology, improves, our customers may be able to find alternatives to our services to meet their freight transportation and logistics needs. New entrants to the market, including start-ups and emerging business models such as digital freight brokerage platforms,which are often technology-centric or technology-enabled, have also expanded the field of competition and driven an increased pressure for innovation in the industry.

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Technology and new market entrants may also disrupt the way we, and our competitors, operate to provide freight logistics services. We expect our customers will continue to demand more sophisticated technology-driven solutions from their suppliers, including advancements in processes, equipment, and facilities to address concerns over business efficiency, supply chain effectiveness, and climate change. We believeTo improve efficiencies and meet our customers’ needs, we must respond by investinghave made, and continue to make, significant investments in the enhancement of existing technology and in the development of new and innovative solutions, to improve efficiencies and meet our customers’ needs. We have made, and continue to make, significant investments insuch as software and physical assets that are in various stages of development and implementation. TheseAmong other initiatives, our investments in technology include a pilot test program we beganVaux^TM and our equity investment in early 2019 to improve freight handling at ABF FreightPhantom Auto, as further described in “Asset-Based Segment”“Technology” within Part I, Item 1 (Business) of this Annual Report on Form 10-K. A number of factors will be involved in determining proof of concept, and there can be no assurancesassurance that pilot testingour technology implementations, including Vaux and remote-operated equipment, will be successful or expand beyond current testing locations.successful. Furthermore, investments in start-up companies, by their nature, involve risk which may subject our investment to risk of loss.

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Our efforts and investments in technology innovation may continue to require significant ongoing research and development costs and implementation costs and may involve new or unforeseen risks and challenges, associated withincluding heightened risks for data and information security, privacy, protection, and copyright infringement and, in the technology.case of generative AI, potential compliance gaps in an emerging but fragmented regulatory environment. The success of our approach to technology innovation is dependent upondepends on market acceptance of our solutions and a number of other factors, including our ability to:

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If we do not pursue technological advances or engage in innovation, if we fail to successfully or timely develop and deploy enhanced or new technology, or if any enhanced or new technology does not yield the results we expect, or is developed by others, we may be placed at a competitive disadvantage; lose customers; incur higher than anticipated costs, including the possible impact of asset impairment or the write-off of software development costs; or fail to meet the goals of our internal growth strategy, any one of which could materially adversely impact our financial condition and results of operations.

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long-term contractual obligations or minimum volume commitments, and we cannot ensure that our current customer relationships will continue at the same business levels or at all. A reduction in our customer base or difficulty in collecting, or the inability to collect, payments from our customers due to changes in pricing, economic hardship, or other factors could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

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Our initiatives to grow our business operations or to manage our cost structure to business levels may take longer than anticipated or may not be successful.

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Developing our service offerings requires ongoing investment in personnel and infrastructure, including operating and management information systems. Depending upon the timing and level of revenues generated from our growth initiatives, including the acquired operations of MoLo, the related results of operations and cash flows we anticipate from these initiatives and additional service offerings may not be achieved. If we are unable to manage our growth effectively, our business, results of operations, and financial condition may be adversely affected.

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Our growth plans place significant demands on our management and operating personnel, and we may not be able to hire, train, upskill, and retain the appropriate personnel to manage and grow these services. Hiring new employees may increase training costs and may result in temporary labor inefficiencies. We have also incurred increased costs associated with long-term investment in the development of our owner operatorowner-operator fleet and contract carrier capacity for our ArcBestAsset-Light segment. As we focus on growing the business in our ArcBestAsset-Light segment, we may also encounter difficulties in adapting our corporate structure or in developing and maintaining effective partnerships among our operating segments, which could hinder our operational, financial, and strategic objectives. Furthermore, we may invest significant resources to enter or expand our services in markets with established competitors and in which we will encounter new competitive challenges, and we may not be able to successfully gain market share, which could have an adverse effect on our operating results and financial condition.

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We also face challenges and risks in implementing initiatives to manage our cost structure to business levels or changing market demands, as portions of salaries, wages, and benefits are fixed in nature and the adjustments that would otherwise be necessary to align the labor cost structure to corresponding business levels are limited as we strive to maintain customer service. It is more difficult to match our staffing levels and purchased transportation resources to our business needs in periods of rapid or unexpected change. Our Asset-Based segment has incurred higher purchased transportation costs andchange, which we have experienced labor inefficiencies due to labor shortages and training of newly hired employees during a period of increased demand that followed a period of significantly lower shipment volumes due to the impact of the COVID-19 pandemic, primarily in the second quarter of 2020.recent years. We may, in the future, incur additional costs related to purchased transportation and/or experience labor inefficiencies in training new employees who are hired in response to growth. IncurringIf such additional labor and/or purchased transportation costs which are disproportionate to our business levels, willthey may adversely impact our operating results. A prolonged labor shortage or significant labor inefficiencies could have a material adverse effect on our results of operations, financial condition, and cash flows. Additionally, labor shortages and increased labor costs canflows as a result inof lower levels of service, including timeliness, productivity andand/or quality of service. We periodicallyregularly evaluate and modify the network of our Asset-Based operations to reflect changes in customer demands and to reconcile the segment’s infrastructure with tonnage and shipment levels and the proximity of customer freight, and there can be no assurance that any given network change will result in a material improvement in our Asset-Based segment’s results of operations.

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We continue to evaluate acquisition candidates and may acquire assets and businesses that we believe complement our existing assets and business or enhance our service offerings. The complex and time-consuming processes of evaluating acquisitions and performing due diligence procedures include risks that may adversely impact the success of our selection of candidates, pricing of the transaction, and ability to integrate critical functional areas of the acquired business. Future acquisitions, if any, may require substantial capital or the incurrence of substantial indebtedness or may involve the dilutive issuance of equity securities, which may negatively impact our capitalization and financial position. Further, we may not be able to acquire any additional companies at allbusinesses or assets in the future, or acquire them on terms favorable to us, even though we may have incurred expenses in evaluating and pursuing strategic transactions.

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Unsolicited takeover proposals, proxy contests and other proposals/actions by activist investors may distract management and adversely affect our business and the market price and lead to pronounced volatility in the price of our common stock.

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We could become subject to unfavorable advances by investor activists or receive unsolicited takeover proposals at an undervalued stock price. In the event that a third party makes an unsolicited takeover proposal or otherwise attempts to gain control of our Company, our review and consideration of such proposals may be a significant distraction for our management and may require us to expend significant time and resources away from our primary operations. Such proposals may disrupt our business by causing uncertainty among current and potential employees, customers and other stakeholders, which could negatively impact our business, results of operations, and financial condition. Any perceived uncertainties as to our future direction also may adversely affect the market price and lead to pronounced volatility in the price of our common stock.

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Damage to our corporate reputation may cause our business to suffer.

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Our business depends, in part, on our ability to maintain the image of our brands. Service, performance, and safety issues, whether actual or perceived, and whether as a result of our actions or those of our third-party service providers, could adversely impact our customers’ image of our brands, including ArcBest, ABF Freight, MoLo, Panther, Premium Logistics, FleetNet America,MoLo, and U-Pack, and result in the loss of business or impede our growth initiatives. Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy concerns, environmental, social and governance (“ESG”)sustainability issues, and similar matters, whether or not justified, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships. Despite our efforts to adapt to and address these concerns and concerns over AI impacting brand reputations, our efforts may be insufficient, andinsufficient. Additionally, the implementation of initiatives, including our industrysustainability initiatives, may be generally disfavored by the investing community at large.increase our costs. It is difficult to predict how our efforts with respect to social and sustainability matters will be evaluated by current and prospective investors or by our customers or business partners. partners, and our industry may be generally disfavored by the investing community at large.

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Our business including the self-service moving offerings provided under our U-Pack brand, is increasingly dependent on the internet for attracting and securing customers, and the possibility that fraudulent behavior may confuse or deceive customers, including through use of AI, heightens the risk of damage to our reputation and increases the time and expense required to protect and maintain the integrity of our brands.

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Our corporate reputation and business depend on a variety of intellectual property rights, and if we face infringement claims, the costs and resources expended to enforce or protect our rights or to defend against infringement claims could adversely impact our business, results of operations, and financial condition.

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We have registered or are pursuing registration of various marks and designs as trademarks in the United States, including, but not limited to, “ArcBest,” “ABF Freight,” “FleetNet America,” “Panther, Premium Logistics,” “MoLo,” “U-Pack,” “The Skill & The Will,“Vaux,” and “More Than Logistics.” For some marks, we also have registered or are pursuing registration in certain other countries. At times, competitors may adopt service or trade names, or logos, or designs similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. We have obtained or are pursuing patent protection on internally developed and certain purchased technology, including equipment and process patents in connection with the previously disclosed pilot test program at ABF Freight.Vaux. Competitors or other third parties could attempt to reproduce or reverse-engineer our patented technologies, or we could be subject to third-party claims of infringement. Any of our intellectual property rights related to trademarks, trade secrets, domain names, copyrights, patents, or other intellectual property, whether owned or licensed, could be challenged or invalidated, or misappropriated or infringed upon, by third parties. Our efforts to obtain, enforce, or protect our proprietary rights, or to defend against third-party infringement claims, may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our corporate reputation, business, results of operations, and financial condition.

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Risks Related to Our Industry

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A nationwide or global disruption in the supply chain could increase volatility in freight volumes and materially impact our business.

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Our business may be materially impacted by the cyclical nature of the supply chain industry which has been exacerbated due to material scarcity, port congestion, digital transformation, and changes in consumer spending related to inflation and higher interest rates and, more recently, due to disruption to two crucial trade corridors – the Panama Canal as a result of low rain levels and the Suez Canal as a result of geopolitical tensions in the Middle East, among other challenges followingaffecting our industry. Although there have been recent signs of normalizing in the outbreakmanufacturing capacity of original equipment manufacturers (“OEMs”), we have experienced, and may continue to experience, an inability to obtain, or delays in the COVID-19 pandemic.delivery of, equipment necessary for operations, including tractors, trailers, and other equipment, as a result of manufacturing delays, supply chain disruptions, parts shortages, and equipment design changes due to upcoming federal and/or state emissions standards. The extent to which we are vulnerable to and may be negatively impacted by supply chain disruptions is uncertain and dependent upon the duration and severity of labor and supply shortages as well as other factors beyond our control, such as extreme weather events, natural disasters, cybersecurity breaches, geopolitical conflicts, or government shutdowns, or other events. The global supply chain continues to be adversely affected by port congestion and an equipment shortage in numerous ports across the United States.shutdowns. Supply chain disruptions have and may continue to have a significant impact on consumer prices, demand, and bottlenecks in production, which may negatively impact our freight volume, operating costs, and ability to serve our customers.

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We operate in a highly competitive and fragmented industry, and our business could suffer if we are unable to adequately address factors that could affect our profitability, growth prospects, and ability to compete in the transportation and logistics market.

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We face significant competition in local, regional, national, and, to a lesser extent, international markets. We compete with LTL carriers of varying sizes, including both union and nonunion LTL carriers and, to a lesser extent, with truckload carriers and railroads. We also compete with domestic and global logistics service providers, including asset-light logistics companies, integrated logistics companies, and third-party freight brokers that compete in one or more segments of the transportation industry.

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Numerous factors could adversely impact our ability to compete effectively in the transportation and logistics industry, retain our existing customers, or attract new customers, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows. The competitive factors material to our business are the following:

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Additionally, as the retail industry continues its trend toward increases in e-commerce at an unprecedented rate, the manner in which our customers source or utilize our services will continue to evolve. If we are unable to successfully adapt and implement appropriate measures in response to these changes, our operating results could be adversely affected.

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Increased prices for, or decreases in the availability of, equipment, including new revenue equipment, as well as higher costs of equipment-relatedrelated operating expenses, could adversely affect our results of operations and cash flows.

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In recent years, manufacturersOEMs have significantly raised the prices of equipment, including new revenue equipment, significantly due to parts shortagessupply chain disruptions and manufacturing disruptions,other challenges beyond our control, including, but not limited to geopolitical conflicts and significant weather events, in addition to increased costs of materials and labor, above normal inflation levels, and high interest rates, which impact equipment financing. Manufacturers have also raised prices, in part, to offset their costs of compliance with new tractor engine and emissions system design requirements intended to reduce emissions, which have been mandated by the EPA, the NHTSA, and various state agencies such as those described in “Environmental and Other Government Regulations” within Part I, Item 1 (Business) of this Annual Report on Form 10-K. GHG emissions regulations are likely to continue to impact the design and cost of equipment utilized in our operations as well as fuel costs. Additional state-mandated emission-control requirements could increase equipment and fuel costs for entire fleets that operate in interstate commerce. If new equipment prices increase more than anticipated, we could incur higher depreciation and rental expenses than anticipated. Our third-party capacity providers, including owner operatorsowner-operators for portions of our ArcBestAsset-Light segment operations, are also subject to increased regulations and higher equipment and fuel prices, which will, in turn, increase our costs for utilizing their services or may cause certain providers to exit the industry, which could lead to or exacerbate a capacity shortage and further increase our costs of securing third-party services. If we are unable to fully offset any such increases in expenses with freight rate increases and/or improved fuel economy, our results of operations could be adversely affected.

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We depend on suppliers for equipment, parts, and services that are critical to our operations, which may be difficult to procure in the event of decreased supply or other supply chain disruptions. From time to time, some original equipment manufacturers (“OEMs”)OEMs of tractors and trailers may reduce their manufacturing output due to, for example, lower demand for their products in economic downturns or a shortage of component parts. For example, significant shortages of semiconductor chips, as experienced through the first half of 2023, and other component parts and supplies, including steel, have forced and may continue to force manufacturers to curtail or suspend their production, leading to a lower supply of tractors and trailers, higher prices, and lengthened trade cycles. Component suppliers may either reduce production or be unable to increase production to meet OEM demand, creating periodic difficulty for OEMs to react in a timely manner to increased demand for new equipment and/or increased demand for replacement components as economic conditions change. Total capital expenditures for 2021 were reduced due to parts shortages and manufacturing disruptions. As a result, a portion of our previously planned capital expenditures for 2021 carried over into our 2022 investment plans.

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When market forces result in demand outstripping supply, we have and may continue to face reduced supply levels and/or increased acquisition costs for new tractors or trailers, as well as related parts and services, for our Asset-Based operations, which could have a material adverse effect on our business and growth initiatives, results of operations, financial condition, and financial condition.cash flows.

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Fuel shortages, changes in fuel prices, andor the inability to collect fuel surcharges could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

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The transportation industry is dependent upon the availability of adequate fuel supplies. A disruption in our fuel supply resulting from natural or man-made disasters; armed conflicts; terrorist attacks; actions by producers, including a decrease in drilling activity or the use of crude oil and oil reserves for purposes other than fuel production; legislation or regulations that require or result in new or alternate uses or other increases in the demand for fuel traditionally used by trucks; or other political, economic, and market factors that are beyond our control could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

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Fuel represents a significant operating expense for us, and we do not have any long-term fuel purchase contracts or any hedging arrangements to protect against fuel price increases. Fuel prices fluctuate greatly due to factors beyond our control, such as global supply and demand for crude oil and diesel, political events, military conflicts, price and supply decisions by oil producing countries and cartels, terrorist activities, and hurricanes and other natural or man-made disasters. Significant increases in fuel prices or fuel taxes resulting from these or other economic or regulatory changes that are not offset by base freight rate increases or fuel surcharges could have an adverse impact on our results of operations.

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Additionally, we pay independent contractor drivers a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause the fuel surcharge we pay to independent contractors to be higher than the revenue we receive under our customer fuel surcharge programs, which could adversely impact the results of operations of our Asset-Light segment.

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Our Asset-Based segment and certain operations of our ArcBestAsset-Light segment assess a fuel surcharge based on an index of national diesel fuel prices. When fuel surcharges constitute a higher proportion of the total freight rate paid, our customers are less receptive to increases in base freight rates. Prolonged periods of inadequate base rate improvements could adversely impact operating results as elements of costs, including contractual wage rates, continue to increase. In periods of declining fuel prices, fuel surcharge percentages also decrease, which negatively impacts the total billed revenue per hundredweight or revenue per shipment measure and, consequently, our revenues, and the revenue decline may be disproportionate to the corresponding decline in our fuel costs.costs, as experienced in 2023.

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Risks Related to Employees and Benefits

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If we have difficultyDifficulty attracting, retaining and retainingupskilling employees throughout the Company, or if ABF Freight is unable to reach agreement on future collective bargaining agreements, we could be faced withresult in labor inefficiencies, disruptions, or stoppages, or delayed growth, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.growth.

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With the exception of certain geographic markets,During recent years, we have not historically experienced, significant long-term difficulty in attracting or retaining qualified drivers, technicians and freight-handling personnel for our Asset-Based operations, although short-term difficulties have been encounteredcontinue to experience in certain situations, such as periods of significant increases in tonnage or shipment levels. During 2021, we facedmarkets, challenges with hiring an adequate number of qualified drivers, freight-handlers, and professional personnel to meet increases in demand. Thedemand due to numerous factors. With the exception of the market disruption experienced in 2023 due to the shutdown of a large LTL competitor, the available pool of drivers and technicians has been declining in recent years, which has caused and may continue toin the future cause us more difficulty in retaining and hiring qualified drivers and other personnel. Both our profitability and our ability to grow could be adversely affected if we encounter difficulty in attracting and retaining qualified drivers, technicians and freight-handling personnel or if we become subject to contractually required increases in compensation or fringe benefit costs.drivers. Government regulations or the adverse impact of certain legislative actions that result in shortages of qualified drivers could also impact our ability to growgrow. The expansion of flexible work options triggered by the Company.COVID-19 pandemic has also provided more employment opportunities for those in professional roles, including our IT roles, making attraction and retention more complex. If wage inflation continues for noncontractual professional roles, our labor costs will increase. If we are unable to continue to attractencounter difficulty in attracting, retaining, and retainupskilling employees, including qualified drivers, freight-handlers, and professional personnel, we could incur higher driver recruiting expenses or a loss of business.business, and our profitability and ability to grow could be adversely affected.

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As of December 2021,2023, approximately 82% of our Asset-Based segment’s employees were covered under the 20182023 ABF NMFA, the collective bargaining agreement with the IBT that will remain in effect through June 30, 2023.2028. If we are unable to effectively manage our relationship with the IBT, we could be less effective in ongoing relations and future negotiations, which could lead to operational inefficiencies and increased operating costs. There can be no assurance that our future collective bargaining agreements will be renewed on terms favorable to us. The terms of any future collective bargaining agreements or the inability to agree on acceptable terms for the next contract period may also result in higher labor costs, insufficient operational flexibility, which may increase our operating costs, a work stoppage, the loss of customers, or other events that could have a material adverse effect on our business, results of operations, financial condition, and cash

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flows. We could also experience a loss of customers or a reduction in our potential share of business in the markets we serve if shippers limit their use of unionized freight transportation service providers because of the risk of work stoppages.

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Our ability to secure the services of third-party service providers is affected by many risks beyond our control, including unfavorable pricing conditions; the shortage of quality third-party providers, including owner operatorsowner-operators and drivers of contracted carriers for our ArcBestAsset-Light segment; shortages in available cargo capacity of third parties; equipment shortages in the transportation industry, particularly among contracted truckload carriers; changes in government regulations affecting the transportation industry and their related impact on operations, such as hours-of-service rules and the ELD mandate; labor disputes; or a significant interruption in service or stoppage in third-party transportation services. Each of these risks could have a material adverse effect on the operating results of our ArcBestAsset-Light segment.

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In addition, we may be subject to claims arising from services provided by third parties, particularly in connection with the operations of our ArcBestAsset-Light segment, which are dependent on third-party contract carriers. From time to time, the drivers who are owner operators,owner-operators, independent contractors, or employees working for third-party carriers that we contract with are involved in accidents or incidents that may result in cargo loss or damage, other property damage, or serious personal injuries including death. As a result, claims may be asserted against us for actions by such drivers or for our actions in contracting with them initially or retaining them over time. We or our subsidiaries could be held directly responsible for these third-party claims and, regardless of ultimate liability, may incur significant costs and expenses in defending these claims. We may also incur claims or through settlements, even in connection with third-party vendors utilized in FleetNet’s operations.cases where we believe we have meritorious claims or defenses. Our third-party contract carriers and other vendors may not agree to bear responsibility for such claims, or we may become responsible if they are unable to pay the claims, for example, due to bankruptcy proceedings, and such claims may exceed the amount of our insurance coverage or may not be covered by insurance at all.

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Our engagement of independent contractor drivers to provide a portion of the capacity for our ArcBestAsset-Light segment exposes us to different risks than we face with our employee drivers. If we have difficulty in securing independent owner operators, or if we incur increased costs to utilize independent owner operators, our financial condition, results of operations, and cash flows could be adversely affected.

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The driver fleet for portions of our ArcBestAsset-Light segment is made up of independent owner operatorsowner-operators and individuals. We face intense competition in attracting and retaining qualified owner operatorsowner-operators from the available pool of drivers and fleets, and we may be required to increase owner operatorowner-operator compensation or take other measures to remain an attractive option for owner operators,owner-operators, which may negatively impact our results of operations. If we are not able to maintain our delivery schedules due to a shortage of drivers or if we are required to increase our rates to offset increases in owner operatorowner-operator compensation, our services may be less competitive, which could have an adverse effect on our business. Furthermore, as these independent owner operatorsowner-operators and individuals are third-party service providers, rather than our employees, they may decline loads of freight from time to time, which may impede our ability to deliver freight in a timely manner. If we fail to meet certain customer needsmanner or incurresult in increased expenses to do so, this could adversely affect the business, financial condition, and results of operations of our ArcBest segment.

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Additionally, we pay independent contractor drivers a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause the fuel surcharge we pay to independent contractors to be higher than the revenue we receive under our customer fuel surcharge programs, which could adversely impact the results of operations of our ArcBest segment.so.

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If the independent contractors with which we contract with are deemed by regulators or judicial process to be employees, or if we experience operational or regulatory issues related to our use of these contract drivers, our financial condition, results of operations, and cash flows could be adversely affected.

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Class actions and other lawsuits have arisen in the transportation and logistics industry seeking to reclassify independent contractor drivers as employees for a variety of purposes, including workers’ compensation, wage-and-hour, and health care coverage. Many states have enacted restrictive laws that make it difficult to successfully prove independent-contractor status, and all states have enforcement programs to evaluate the classification of independent contractors. In the event of such reclassification of our owner operators,owner-operators, we could be exposed to various liabilities and additional costs, for both future and prior periods, under federal, state, and local tax laws, and workers’ compensation, unemployment benefits, labor, and employment laws, as well as potential liability for penalties and interest and under vicarious liability principles. Such liabilities and costs, to the extent they arise, could have a material adverse effect on the results of operations and financial condition of our ArcBest segment.

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insurance or could impact our cost of, and ability to obtain, insurance in the future. Also, litigation can be disruptive to normal business operations and could require a substantial amount of time and effort from our management team. Further, because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Any material litigation or a catastrophic accident or series of accidents could have a material adverse effect on our business, results of operations, and financial condition. Our business reputation and our relationship with our customers, suppliers, and employees may also be adversely impacted by our involvement in legal proceedings.

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We establish reserves based on our assessment of known legal matters and contingencies. New legal claims, or subsequent developments related to known legal claims, asserted against us may affect our assessment and estimates of our recorded legal reserves and may require us to make payments in excess of our reserves, which could have a material adverse effect on our financial condition or results of operations.

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Our business operations are subject to numerous governmental regulations in the transportation industry, and costs of compliance with, or liability for violations of, existing or future regulations could have a material adverse effect on our financial condition and results of operations.

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Various international, federal, state and local agencies exercise broad regulatory powers over the transportation industry, such as those described in “Environmental and Other Government Regulations” within Part I, Item 1 (Business) of this Annual Report on Form 10-K. We could become subject to new or more restrictive regulations, and the costs to comply with such regulations could increase our operating expenses or otherwise have a material adverse effect on the results of our operations. Such regulations could also influence the demand for transportation services. Failure to comply with laws and regulations can result in penalties, revocation of our permits or licenses, or both civil and criminal actions against us. In addition to the potential harm to our reputation and brands, the financial burdens resulting from such actions could have a material adverse effect on our financial condition and results of operations.

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Failures by us, or our contracted owner operatorsowner-operators and third-party carriers, to comply with the various applicable federal safety laws and regulations, or downgrades in our safety rating, could have a material adverse impact on our operations or financial condition, and could cause us to lose customers, as well as the ability to self-insure. The loss of our ability to self-insure for any significant period of time could materially increase insurance costs, or we could experience difficulty in obtaining adequate levels of insurance coverage.

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Our ArcBestAsset-Light segment utilizes third-party service providers who are subject to similar regulatory requirements. If the operations of these providers are impacted to the extent that a shortage of quality third-party service providers occurs, or if we experience a shortage of quality third-party vendors utilized in FleetNet’s operations, there could be a material adverse effect on the business and results of operations of our ArcBest and FleetNet segments.Asset-Light segment. Also, activities by these providers that violate applicable laws or regulations could result in governmental or third-party actions against us. Although third-party service providers with whom we contract agree to comply with applicable laws and regulations, we may not be aware of, and may therefore be unable to address or remedy, violations by them.

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We are also subject to stringent and changing privacy laws, regulations and standards as well as policies, contracts and other obligations related to data privacy, including customer and employee data. As a provider of worldwide transportation and logistics services, we collect and process significant amounts of customer data on a daily basis. Recently,In recent years, there have been global efforts by governments and consumer groups for increased transparency in how customer data is utilized and how customers and employees can control the use and storage of their data. Complying with existing or new data protection laws and regulations may increase our compliance costs or require us to modify our data handling practices. Non-compliance could result in governmental or consumer actions against us and even perceived non-compliance may otherwise adversely impact

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Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties. The costs of compliance with current and future environmental laws and regulations may be significant and could adversely impact our results of operations.

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We routinely transport or arrange for the transportation of hazardous materials and explosives, and, atexplosives. At certain facilities of our Asset-Based operations, we store fuel and oil in underground and aboveground tanks and other containers. In connection with these operations, we are subject to federal, state and local environmental laws and regulations relating to, among other areas: emission controls, transportation 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 be subject to substantial fines, civil penalties, or third-party initiated lawsuitslitigation if we fail to obtain proper certifications or permits or if we do not comply with required environmental inspections and testing provisions. Under certain environmental laws, we could be subject to strict liability for any clean-up costs relating to contamination at our past or present facilities, including those occurring prior to ownership or use of such facilities, and at third-party waste disposal sites, as well as costs associated with the cleanup of accidents involving our vehicles.

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These operationsThe transportation of hazardous materials or explosives also involveinvolves the risks of, among others, fuel spillage or leakage, environmental damage, a spill or accident involving hazardous substances, and hazardous waste disposal. In addition, if any damage or injury occurs as a result of our transportation of hazardous materials or explosives,these operations, we may be subject to claims from third parties and bear liability for such damage or injury.

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Although we have instituted programs to monitor and control environmental risks and promote and maintain compliance with applicable environmental laws and regulations, violations of applicable laws or regulations may subject us to clean-up costs and liabilities not covered by insurance or in excess of our applicable insurance coverage, including substantial fines, civil penalties, or civil and criminal liability, as well as bans on making future shipments in particular geographic areas, any of which could adversely affect our business, results of operations, financial condition, and cash flows.

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Concern over climate change, including the impact of global warming, has led to significant legislative and regulatory efforts to limit carbon and other GHG emissions, and some form of federal, state, and/or regional climate change legislation is possible in the future. Emission-related regulatory actions have historically resulted in increased costs of revenue equipment, diesel fuel, and equipment maintenance, and future legislation, if enacted, could impose substantial costs on us that may adversely impact our results of operations. Such regulatory actions may require changes in our operating practices, and impair equipment productivity.productivity, or require additional reporting disclosures. Compliance with laws and regulations related to climate risk may also increase our exposure to litigation or governmental investigations or proceedings. We may also encounter difficulties in collecting and managing data that impact timely compliance or incur significant costs to comply with increased regulation regarding environmental monitoring and financial reporting requirements.disclosure requirements, including those signed into law in October 2023 under California Senate Bill 253 Climate Corporate Data Accountability Act and California Senate Bill 261 Climate-Related Financial Risk Act, as described in “Environmental and Other Government Regulations” within Part I, Item 1 (Business) of this Annual Report on Form 10-K. We are subject to increasing investor and customer sensitivity to sustainability issues, and we may be subject to additional requirements related to shareholder proposals, customer-led initiatives, or our customers’ efforts to comply with environmental programs. Until the timing, scope, and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure, business, or results of operations.

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Risks Related to Financial Considerations

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We are subject to interest rate risk and certain covenants under our financing arrangements. A default under these financing arrangements or changes in regulations thatcould impact the availability of funds or our borrowing costs could cause a material adverse effect on our liquidity, financial condition, and results of operations.costs.

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We are affected by the instability in the financial and credit markets, thatwhich from time to time has created volatility in various interest rates and returns on invested assets in recent years.assets. We are subject to market risk due to variable interest rates on our borrowings on the accounts receivable securitization program (“A/R Securitization”) and the revolving credit facility (“Credit Facility”) under our ThirdFourth Amended and Restated Credit Agreement (the “Credit Agreement”). Although we have an interest rate swap agreement to mitigate a portion of our interest rate risk by effectively converting $50.0 million of borrowings under our Credit Facility, of which $115.0$50.0 million remains outstanding at the end of February 2022,2024, from variable-rate interest to fixed-rate interest, changes in interest rates may increase our financing costs related to our Credit

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policies, domestic and international economic and political conditions and other factors beyond our control. Furthermore, future financial market disruptions may adversely affect our ability to refinance, maintain our letter of credit arrangements or, if needed, secure alternative sources of financing. If any of the financial institutions that have extended credit commitments to us are adversely affected by economic conditions, disruption to the capital and credit markets, or increased regulation, they may become unable to fund borrowings under their credit commitments or otherwise fulfill their obligations to us, which could have an adverse impact on our ability to borrow additional funds, and thus have an adverse effect on our operations and financial condition. See Note GI to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion of our financing arrangements.

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Our Credit Agreement and A/R Securitization contain customary financial covenants and other customary restrictive covenants that may limit our future operations. Failing to achieve certain required financial ratios could adversely affect our ability to finance our operations, make strategic acquisitions or investments, or plan for or react to market conditions or otherwise execute our business strategies.

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If we default under the terms of the Credit Agreement or our A/R Securitization and fail to obtain appropriate amendments to or waivers under the applicable financing arrangement, our borrowings under such facilities could be immediately declared due and payable. An event of a default under either of these facilities could constitute automatic default on the other of these facilitiesfacility and could trigger cross-default provisions in our outstanding notes payable and other financing agreements unless the lenders to these facilities choose not to exercise remedies or to otherwise allow us to cure the default. If we fail to pay the amount due under our Credit Facility or A/R Securitization, the lenderslender of the A/R Securitization could proceed against the collateral by which thethat facility is secured, our borrowing capacity may be limited, or one or both of the facilities could be terminated. If acceleration of outstanding borrowings occurs or if one or both of the facilities is terminated, we may have difficulty borrowing additional funds sufficient to refinance the accelerated debt or entering into new credit or debt arrangements, and, if available, the terms of the financing may not be favorable or acceptable. A default under the Credit Agreement or A/R Securitization, changes in regulations that impact the availability of funds or our borrowing costs, or our inability to renew our financing arrangements with terms that are acceptable to us, could have a material adverse effect on our liquidity and financial condition.

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Our business is capital intensive. If we are unable to generate sufficient cash from operations, our growth and profitability could be limited due to significant ongoing capital expenditure requirements.

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Our business requires significant capital expenditures, which we finance through various sources, including cash flows from operations, borrowings under our revolving credit facility or our accounts receivable securitization program, and notes payable. We continue to invest significantly in our revenue equipment fleet. If we are unable to generate sufficient cash over an extended period of time from operations to fund our capital requirements, we may have to limit our growth, including our ability to invest in technological initiatives that drive business efficiencies; utilize our existing liquidity or enter into additional financing arrangements, including leasing arrangements; or operate our revenue equipment for longer periods resulting in increased maintenance costs, any of which could negatively impact our financial condition and results of operations.

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Claims expenses, or the cost of maintaining our insurance, including medical plans,or the loss of our ability to self-insure could have a material adverse effect on our results of operations and financial condition.

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Claims may be asserted against us for cargo loss or damage, property damage, personal injury, and workers’ compensation related to accidents or events occurring in our operations. Claims may also be asserted against us for accidents involving the operations of third-party service providers that we utilize, for our actions in retaining their services, for loss or damage to our customers’ goods or other damages for which we are alleged or may be determined to be responsible. Such claims against us and associated costs and legal expenses may not be covered by insurance policies or may exceed the amount of insurance coverage or our established reserves, which could adversely impact our results of operations and financial condition. If the frequency and/or severity of claims increase, our operating results could be adversely affected. The timing of the incurrence of these costs could significantly and adversely impact our operating results.

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We are primarily self-insured for workers’ compensation, third-party casualty loss, and cargo loss and damage claims for the operations of our Asset-Based segment and certain of our other subsidiaries. We also self-insure for medical benefits for our eligible nonunion personnel. Because we self-insure for a significant portion of our claims exposure and related expenses, our insurance and claims expense may be volatile. If we lose our ability to self-insure for any significant period of time, insurance costs could materially increase, and we could experience difficulty in obtaining adequate levels of

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insurance coverage. Our self-insurance program for third-party automobile casualty claims is conducted under a federal program administered by a government agency. If the government were to terminate the program or if we were to be excluded from the program, our insurance costs could increase. Additionally, if our third-party insurance carriers or underwriters leave the truckingtrucking/logistics sector, our insurance costs or collateral requirements could materially increase, or we could experience difficulties in finding insurance in excess of our self-insured retention limits. In recent years, severalmany insurance companies have completely stopped offering coverage to trucking and logistics companies or have significantly reduced the amount of coverage they offer or have significantly raised premiums or retention levels as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts. Our insurance premiums, or deductibles, and self-insurance retention levels, which are discussed in “Insurance” within Part I, Item 1 (Business) of this Annual Report on Form 10-K, have increased and could further increase in the future due to market conditions or if our claims experience worsens. The impact of climate change, including its effect on weather-related events which may disrupt our operations or damage our property and equipment, may increase our claims liabilities

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American economy, and capacity in the trucking industry as well as our customers’ inventory levels and freight profile characteristics. We are also subject to risks related to disruption of world markets that could affect shipments between countries and could adversely affect the volume of freight and related pricing in the markets we serve. Further changes to U.S. or international trade policy or other global trade impacts could result in increased cost for goods transported globally, which may lead to reduced consumer demand, or trading partners could limit trades with countries that impose anti-trade measures, which may lead to a lower volume of global economic trading activity. International security concerns, such asincluding the risingRussia-Ukraine and Israel-Hamas wars, Red Sea crisis, and other geopolitical tensions, between Russia and Ukraine, and potential actions or retaliatory measures taken in respect thereof, could continue to have a material adverse effect on global trade and economic activity.

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Recessionary economic conditions may result in a general decline in demand for freight transportation and logistics services. The pricing environment generally becomes more competitive during periods of slow economic growth and economic recessions, which may adversely affectsaffect the profit margin for our services. If we are unable to respond timely and effectively to changes in the pricing environment or if our strategies for customer retention and margin optimization are unsuccessful, our business, financial condition, and results of operations could be adversely impacted. Our operations and the rates we obtain for

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ITEM 1B.UNRESOLVED STAFF COMMENTS

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None.

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ITEM 1C.CYBERSECURITY

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Risk Management and Strategy

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We prioritize the management of cybersecurity risk and the protection of information across the Company by embedding data protection and cybersecurity risk management in our operations. The Company follows the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and other industry standards and applicable laws and regulations to assess and manage cybersecurity risks within our services, infrastructure, and corporate resources. Our processes for assessing, identifying, and managing material risks from cybersecurity threats have been integrated into our overall risk management system and processes through a layered governance structure.

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The Company maintains an enterprise-wide risk management (“ERM”) process to identify, assess and monitor risks that are or may become material to our business. Our ERM process includes participation by senior management, other leaders, and employees across the business in surveys and discussions about the risk environment with certain members of senior management and management level leaders meeting quarterly to discuss the Company’s top risks as identified through our ERM process.

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Our cybersecurity policies and controls encompass incident response procedures, information security, and IT vendor risk management. We monitor the cybersecurity laws, regulations, and guidance applicable to us in the maintenance of these policies and procedures, including, but not limited to, regulations issued by the U.S. Department of Homeland Security, as further described in Item 1 (Business) of this Annual Report on Form 10-K, as well as proposed laws, regulations, guidance, and emerging risks.

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We utilize various tools and security technology to help us deter, detect, identify, and respond to potential cybersecurity threats. Annually, we undergo external evaluations by third-party consulting services, including the performance of penetration testing and vulnerability scanning. With respect to third-party service providers, we generally require our vendors to maintain security controls to protect our confidential information and data, and we perform risk assessments of IT vendors, including their ability to protect data from unauthorized access. When the Company learns of a cybersecurity incident at a third-party service provider, the Company’s respective department contacts maintain communication with the third-party service provider and communicate the incident to our Chief Technology Officer (“CTO”).

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As described in Part 1, Item 1A (Risk Factors), our operations rely on the secure processing, storage, and transmission of confidential and other information in our IT systems and networks. Computer viruses and other events beyond our control, including cybersecurity attacks and other cyber incidents such as denial of service, system failure, security breach, intentional or inadvertent acts by employees or vendors with access to our systems or data, or disruption by malware, could expose our IT systems and those of our vendors to system interruptions, impacting the availability, reliability, speed, accuracy, and other proper functioning of these systems or result in the release of proprietary information or sensitive or confidential data, any of which could materially and adversely affect our business. Because the sophistication of cybersecurity threats is increasing and new techniques for attack are being developed rapidly, including attacks enabled by AI, we cannot be certain that the controls and preventative actions that we have implemented to reduce the risk of cybersecurity incidents and to protect our systems will be effective in preventing a cybersecurity incident from materializing. While we have experienced minor cybersecurity incidents, we are not aware of any material cybersecurity incidents that occurred during the year ended December 31, 2023.

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Governance

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Our Audit Committee, with delegated authority from our Board of Directors, has primary oversight of cybersecurity risks.

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Our CTO and Director of Information Security are responsible for oversight of the Company’s cybersecurity program, implementation and compliance of our information security standards, and mitigation of information security-related risks. Our CTO, with 37 years of IT experience and an undergraduate degree in Computer and Information Science, has served in his current role for four years and previously served as our Director of Infrastructure Management for 12 years. Our

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CTO reports to the Company’s Chief Innovation Officer and President of ArcBest Technologies, who directly reports to the Chief Executive Officer. Our Director of Information Security, reports to our CTO, has 32 years of IT experience, including over 20 years in information security; a Master of Business Administration; an undergraduate degree in Computer Information Systems and Quantitative Analysis; and is a Certified Information Systems Security Professional.

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We also have management-level committees who support our processes to assess and manage cybersecurity risk and related incidents as follows:

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The CTO provides a quarterly cybersecurity risk update and presents an annual cybersecurity review to our Board of Directors.

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We also conduct mandatory company-wide security awareness training and periodic phishing tests and generally seek to promote awareness of cybersecurity risks through regular communication and education of our employees.

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ITEM 2.PROPERTIES

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The Company believes that its facilities, including owned and leased properties, are suitable and adequate and that the facilities have sufficient capacity to meet current business requirements. The Company owns antwo office facility in Fort Smith, Arkansas, containing 205,000 square feet, which provides space for certain corporate and subsidiary functions. The Company leases a secondary office buildingfacilities in Fort Smith, Arkansas, which contains 18,000 square feet.provide space for corporate and certain subsidiary functions. The Company also leases an office building and an innovation lab in Fort Smith, Arkansas for certain subsidiary functions.

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Asset-Based Segment

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As of December 31, 2021, theThe Asset-Based segment operatedoperates out of its general office building located in Fort Smith, Arkansas which contains 196,800 square feet, and 239240 revenue producing facilities, 10 of which also serve as distribution centers. The Company owns 108114 of these Asset-Based segment facilities and leases the remainder from nonaffiliates. Asset-Based distribution centers are as follows:

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Asset-Light OperationsSegment

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The ArcBestAsset-Light segment owns a general office building and service bay in Medina, Ohio totaling 59,600 square feet. Additionally, the ArcBest segmentand leases five additional office and warehouse locations, including an office and warehouse location in Sparks, Nevada totaling approximately 129,600 square feet and five other locations with approximately 88,500 square feet ofan office and warehouse space, includinglocation in Chicago, Illinois and Plano, Texas.Illinois.

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The FleetNet segment owns its offices located in Cherryville, North Carolina containing approximately 38,900 square feet.

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ITEM 3.LEGAL PROCEEDINGS

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Various legal actions, the majority of which arise in the normal course of business, are pending. These legal actions are not expected to have a material adverse effect, individually or in the aggregate, on our financial condition, results of operations, or cash flows. We maintainThe Company maintains liability insurance against certain risks arising out of the normal course of business, subject to certain self-insured retention limits. We have accrualsThe Company has amounts accrued for certain legal, environmental, and self-insurance exposures. These exposures and legal actions which arise in the normal course of business are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition, results of operations, or cash flows.

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In January 2023, ArcBest Corporation and MoLo Solutions, LLC were added as defendants in five separate lawsuits all arising from a single multi-fatality auto accident involving one of MoLo’s contract carriers. The accident occurred in June 2021 in Baxter County, Alabama, and the cases are pending in the state and federal courts therein situated. The accident occurred prior to the Company’s acquisition of MoLo. The lawsuits allege that MoLo was negligent in the selection of the motor carrier involved in the accident. The claimants are seeking compensatory and punitive damages. The Company intends to vigorously defend against these lawsuits. Although a range of reasonably possible losses for this matter cannot be estimated at this time, it is reasonably possible that such amounts could be material to the Company’s financial condition, results of operations, or cash flows. The Company will pursue recovery for its losses, if any, against all available sources, including, but not limited to, insurance and any potentially responsible third parties.

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For additional information related to our environmental and legal matters and other events, see Note OP to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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ArcBest Corporation^™ (together with its subsidiaries, the “Company,” “ArcBest^®,” “we,” “us,” and “our”) providesis a comprehensivemultibillion-dollar integrated logistics company that leverages our technology and a full suite of freight transportation and integrated logistics servicessolutions to deliver innovative solutions.meet our customers’ supply chain needs. Our operations are conducted through our threetwo reportable operating segments:

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The ArcBest and FleetNet reportable segments combined represent our Asset-Light operations. SeeFor more information, see additional segment descriptions in Part I, Item 1 (Business) and in Note NO to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. References

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On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary of the Company, for an aggregate adjusted cash purchase price of $100.9 million, including post-closing adjustments. 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, and reclassifications have been made to the Company, including “we,” “us,” and “our,”prior-period financial statements to conform to the current-year presentation. Unless otherwise indicated, all amounts in this Annual Report on Form 10-K are primarilyrefer to continuing operations, including comparisons to the Company and its subsidiariesprior year. For more information on aour discontinued operations, see Note D to our consolidated basis.financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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ORGANIZATION OF INFORMATION

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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.performance, including the principal factors affecting our results of operations, liquidity and capital resources, and critical accounting policies. MD&A includes additional information about significant accounting policies, practices, and the transactions that underlie our financial results. This discussion should be read in conjunction with our consolidated financial statements and the related notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. MD&A includes forward-looking statements that are subject to risks and uncertainties. Actual results may differ materially from the statements made in this section due to a number of factors that are discussed in Part I (Forward-Looking Statements) and Part I, Item 1A (Risk Factors) of this Annual Report on Form 10-K. MD&A is comprised of the following:

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