ArcBest (ARCB) 8-KRegulation FD Disclosure

June 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): December 3, 2024 (December 3, 2024)

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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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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company☐

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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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ITEM 7.01 – REGULATION FD DISCLOSURE

ArcBest^® (Nasdaq: ARCB) is providing an update on the most recent information related to its fourth quarter 2024 financial results and business trends.

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Summary Operating and Financial Impacts

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Asset-Based Operating Segment

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Year-over-Year Monthly Business Trends:

Year-over-year October comparisons are impacted by the exceptional performance in October 2023, which was driven by increased business at higher prices following a competitor’s cyberattack that tightened capacity. As we served customers during the market disruption in 2023, we achieved an 8.1% year-over-year increase in billed revenue per hundredweight.

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November 2024 results are impacted by continued weak industrial production and some higher-weight LTL shipments that have shifted to the truckload market, with its sustained low rates and excess capacity. Despite these challenges, LTL pricing remains rational. The revenue per hundredweight decrease was driven by lower fuel prices. Excluding fuel surcharges, revenue per hundredweight increased in the low-single digits.

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Historically, the average sequential change in the Asset-Based operating ratio from the third to the fourth quarter has ranged from a 100-200 basis point increase. Given the continued softness in the manufacturing environment and truckload markets, we expect to be at the high end of this historical range in 2024. The revenue per day decrease has moderated in November, resulting in a total expected year-over-year decrease for the quarter in the mid-single digits.

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Asset-Light Operating Segment

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Asset-Light’s quarter-to-date year-over-year decrease in daily revenue was due primarily to lower revenue per shipment, from softer freight market conditions and a higher proportion of Managed business, which typically involves smaller shipment sizes and lower revenue per shipment. The reduction in shipments per day was attributed to decreased demand from existing customers amid current macroeconomic conditions and a strategic reduction in less profitable truckload volumes.

Despite efforts to enhance productivity and reduce cost per shipment, continued softness in the truckload brokerage market is expected to result in a non-GAAP Asset-Light operating loss of approximately $5 million to $7 million for fourth quarter 2024. This estimate excludes impacts from changes in the fair value of contingent consideration and purchase accounting amortization. ArcBest does not provide forward-looking guidance for certain financial measures on a GAAP basis due to the unpredictability of certain items, including changes in the fair value of contingent consideration.

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As part of the MoLo acquisition, additional cash consideration is contingent on achieving specific adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) targets for 2023, 2024, and 2025. The fair value of this contingent consideration is estimated using a Monte Carlo simulation, which factors in various revenue and EBITDA scenarios, volatility, and discount rates. Significant changes in these inputs could result in a higher or lower fair value at the next reporting date.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “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: the effects of a widespread outbreak of an illness or disease or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, acts of war or terrorism, or military conflicts; data privacy breaches, cybersecurity incidents, and/or failures of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely; interruption or failure of third-party software or information technology systems or licenses; untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with, new or enhanced technology or processes, including our customer pilot offering of Vaux; the loss or reduction of business from large customers or an overall reduction in our customer base; the timing and performance of growth initiatives and the ability to manage our cost structure; the cost, integration, and performance of any recent or future acquisitions and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; unsolicited takeover proposals, proxy contests, and other proposals/actions by activist investors; maintaining our corporate reputation and intellectual property rights; nationwide or global disruption in the supply chain resulting in increased volatility in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of equipment, including new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and upskill employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements and other business initiatives; self-insurance claims, insurance premium costs, and loss of our ability to self-insure; potential impairment of long-lived assets and goodwill and intangible assets; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; increasing costs due to inflation and higher interest rates; seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”).

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

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

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SIGNATURES

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

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