2025 Annual Report
For more than a
century, ArcBest’s
greatest strength
has been its
resilience
and ability to
adapt. From our
beginnings as a
local Arkansas
freight hauler to
the global logistics
company we
are today, we’ve
stayed focused on what we can control:
disciplined execution, operational excellence
and delivering for our customers. That focus
has enabled us to navigate challenging freight
markets and economic uncertainty while
advancing our long-term strategy.
Delivering Results in a
Dynamic Market
In 2025, we achieved record volume and
revenue in Managed Solutions, expanded core
LTL shipments, and improved productivity
across Asset-Light operations. These results
reflect our ability to help customers adapt
to a changing freight environment and find
cost efficiencies in their supply chains.
We also returned more than $86 million
to shareholders through dividends and
share repurchases, and the ArcBest Board
increased our repurchase authorization to
$125 million, reflecting confidence in our
long-term outlook. Our performance earned
external recognition as well: ArcBest was
named a 2025 Great Supply Chain Partner,
received three Quest for Quality Awards,
and was recognized as a 2026 America’s
Most Reliable Company by Newsweek and
Statista, reinforcing our reputation for service
excellence.
Executing Our Strategy
with Purpose
Our strategy is built on three pillars: growth,
efficiency and innovation. These priorities
guide how we operate and create long-term
value. This year, at our first Investor Day in a
decade, we shared ambitious yet achievable
targets for 2028, which reflect confidence
in our disciplined, customer-led approach
and ability to create sustainable shareholder
value.
Driving Innovation for
Customers
Innovation powers this capability. In 2025,
we advanced our AI-driven optimization
roadmap, improving both employee
productivity and customer experience. For
Truckload, initiatives such as our Carrier
Portal and Quote Augmentation are improving
margins and speeding up response times.
For ABF Freight, initiatives like Appointment
Scheduling and real-time pickup optimization
are enhancing efficiency and service quality.
These tools and others combine advanced
technology with human expertise to lower the
cost to serve while strengthening customer
relationships.
Our People and Leadership
ArcBest’s success begins with its people.
In 2025, we continued investing in talent
development, leadership training and
employee engagement programs. Our annual
survey showed strong alignment with our
culture and values, with 90% of employees
recommending ArcBest as a great place to
work and 83% planning to stay for the next
five years. This commitment earned national
recognition as one of America’s Best Large
Employers by Forbes and Statista and as a
Best Company to Work For by U.S. News &
World Report.
This year also marked a leadership milestone
with my retirement as CEO and a seamless
transition. Effective January 1, 2026, Seth
Runser became Chief Executive Officer. His
18-year journey from management trainee to
CEO reflects our commitment to developing
leaders from within. Seth’s operational
expertise, customer-first mindset and
strategic vision position ArcBest for continued
success. Since becoming President in 2025,
he has focused on aligning teams, removing
barriers to growth and investing in technology
that meets our customers’ needs. I have
complete confidence in his leadership and
ability to guide ArcBest with integrity and
purpose. We also strengthened our Board
with the additions of Thom Albrecht, Ann
Bordelon, Bobby George and Chris Sultemeier,
whose decades of experience in logistics,
finance and technology will be invaluable as
we execute our strategy.
Looking Ahead
While external conditions remain challenging,
ArcBest is well-positioned for the future.
We will continue operating with discipline,
making smart strategic decisions and focusing
on what matters most — delivering for our
customers, our people and our shareholders.
The market opportunity ahead is significant,
and I have complete confidence in our team
and the path we’ve set.
Thank you for your continued trust and support.
Judy R. McReynolds
Chairman
Message from the Chairman
Certain statements contained herein may be considered
“forward-looking statements.”
See “Forward-Looking Statements” in ArcBest’s 2025 Annual
Report on Form 10-K for additional information.
ArcBest rings the Opening Bell at the
Nasdaq MarketSite at Investor Day in
NYC on September 29, 2025
Our Company
ArcBest® is a multibillion-dollar integrated
logistics company that leverages
technology and a full suite of shipping
and logistics solutions to meet our
customers’ supply chain needs and help
keep the global supply chain moving.
Using our technology, expertise and scale,
we connect shippers with the solutions
they need — from ground, air and ocean
transportation to
fully managed supply
chain solutions —
serving our customers
as a single logistics
resource.
We started in 1923
as a local Arkansas
freight hauler. Today,
we are a publicly
traded logistics powerhouse with global
reach and 14,000 employees across 250
campuses and service centers. This
transformation is the result of organic
growth, strategic acquisitions, visionary
leadership and skilled, resilient people
who are driven to find a way to get the
job done.
ArcBest is a trusted advisor to some of
the world’s largest and most recognizable
brands. Our Vision is to be the leading
logistics partner and innovator, working
with customers to build better supply
chains across the globe. We put ourselves
in our customers’ shoes, get to know
their business, and constantly look for
opportunities to optimize. The solutions
and strategies we recommend align with
their goals. And when the unexpected
happens, we’re there to help them quickly
pivot to overcome disruptions and keep
their supply chain moving.
Our long history of innovation enriches
these deep customer relationships. With
innovation as a pillar of our strategy, we’re
committed to helping our customers
navigate their logistics challenges now
and in the future, and we encourage
our employees to think creatively and
challenge the status quo.
Our people are at the heart of our
success, and we are deeply focused on a
culture that is grounded in the company’s
core values of Creativity, Integrity,
Collaboration, Growth, Excellence and
Wellness. We support employees by
providing a workplace where people with
different experiences and perspectives
can grow and make a lasting impact.
Welcome to ArcBest.
Our Commitment to
Sustainable Excellence
Driven by our Mission to connect
and positively impact the world
through solving logistics challenges,
we continued pursuing sustainable
excellence across ArcBest. Through
innovation and responsible practices, we
improved operational
efficiency, reduced our
environmental impact
and delivered smarter
solutions for our
customers.
At the same time, our
people-first culture
and focus on cross-
functional collaboration
reinforced ArcBest
as a leading place to
work — empowering
our people and creating
opportunities for connection and growth.
Together, these efforts strengthened
our ability to meet evolving customer
needs, create long-term value for our
stakeholders and build a more resilient,
sustainable future for our company and the
communities we serve.
2025 environmental highlights
and awards:
•
Added 618 new Class 8 tractors and
15 Class 6 straight trucks to maintain
one of the youngest LTL fleets in the
industry and expanded our electric
yard tractor fleet to 14 units
•
Completed a three-week Tesla Semi
pilot, demonstrating performance
comparable to diesel equipment
•
Advanced our multi-year Facility
Enhancement and Growth Roadmap
across our ABF Freight network,
completing 25 additional projects and
incorporating energy-efficient lighting
and water-saving fixtures
•
Recertified our corporate headquarters
under LEED standards
•
Monitored solar generation at our Fort
Wayne, Indiana facility — measuring
more than 47 MWh of renewable
energy produced and avoiding 19
metric tons of CO₂e emissions
•
Our Manager of Sustainability
completed advanced training through
the Supplier Leadership on Climate
Transition (SLoCT) program, driving the
company closer to disclosing relevant
Scope 3 emissions
•
Partnered with Food Loops for the
third year, diverting 588 pounds of
waste across three company events
and reducing overall waste by 59%
year-over-year. To date, this initiative
has diverted more than 3,200 pounds
of waste
These environmental efforts have earned us
widespread recognition, including:
•
America’s Climate Leaders 2025 by
USA Today and Statista
•
Inbound Logistics 2025 G75 Green
Supply Chain Partner for the 14th time
•
Most Responsible Companies 2026 by
Newsweek for the third consecutive
year, earning a “3-Year Champion”
designation
•
2025 BNSF Sustainability Partner for the
second consecutive year
2025 corporate social responsibility
highlights and awards:
•
Invested strategically in employee
development, delivering 100,000 hours
of targeted learning to grow our people
and our business
•
Implemented a new job shadowing
program to promote purposeful
collaboration and provide intentional
opportunities for employees to
understand how different teams’ daily
work impacts the broader organization
and our customers
•
Partnered with a variety of philanthropic
organizations — including the United
Way of Fort Smith Area and T1D
Breakthrough — to support and
advance initiatives addressing food
insecurity, community wellness and
type 1 diabetes research and awareness
Our people-first culture received
numerous awards in 2025:
•
Forbes’ America’s Best Large Employers
2025 and America’s Best Employers for
Company Culture 2025 lists
•
2025-2026 Best Company to Work For
by U.S. News & World Report in the
transportation and logistics category
•
Training magazine’s Training MVP Awards
list for the 16th consecutive year,
ranking No. 12 among 95 companies for
2026
•
2025 Top Company for Women to Work
in Transportation by Women in Trucking,
earning “Elite 30” status for the third
time
•
2025 Best for Vets Employer by Military
Times
Named an
America’s Most
Responsible
Company 3-Year
Champion by
Newsweek and
Statista
“Using our
technology,
expertise
and scale,
we connect
shippers with
the solutions
they need.”
ABF Freight completed a 3-week
pilot of a Class 8 Tesla Semi between
Sparks, NV and Sacramento, CA.
The comparisons assume $100 was invested on
December 31, 2020, in ArcBest’s Common Stock with
reinvestment of dividends. All calculations have been
prepared by Zacks Investment Research, Inc. The
stockholder return shown on the graph is not necessarily
indicative of future performance.
ArcBest is an integrated logistics company that
provides freight transportation services and logistics
solutions. Accordingly, it is important to compare
ArcBest’s performance with companies that have similar
operations. The peer group index included in the graph
reflects the cumulative total return of a diversified
group of ArcBest’s transportation and logistics-related
competitors, including: Covenant Logistics Group, Inc.,
Forward Air Corporation, Hub Group, Inc., J.B. Hunt
Transport Services, Inc., Knight-Swift Transportation
Holdings Inc., Landstar System, Inc., Old Dominion
Freight Line, Inc., RXO, Inc., Saia, Inc., Schneider National,
Inc., TFI International Inc., Werner Enterprises, Inc., and
XPO, Inc.
Stock Performance Graph
The following graph and data table compare the cumulative
total return of ArcBest, the Russell 2000® Index and a peer
group index selected by ArcBest for the five-year period
ending December 31, 2025:
Cumulative Total Return
12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25
ArcBest Corporation . . . . . . $ 100.00 $ 282.10 $ 165.75 $ 285.78 $ 222.73 $ 178.25
Russell 2000
® Index . . . . .. $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40
Peer Group Index . . . . . . . . $100.00 $ 157.24 $ 129.37 $ 176.24 $ 170.25 $ 155.71
2025 2024
Operations for the Year (Continuing Operations) ($ thousands, except per share data)
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,010,158 $ 4,179,019
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,309 $ 244,434
Non-GAAP Operating income(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 125,857 $ 203,007
Earnings per diluted common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.62 $ 7.28
Non-GAAP Earnings per diluted common share(1) . . . . . . . . . . . . . . . . . . . . . . $ 3.70 $ 6.28
Information at Year End
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,452,662 $ 2,429,731
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 87,882 $ 63,978
Long-term debt (including notes payable, excluding current portion). . . . . . . $ 135,974 $ 125,156
Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,295,721 $ 1,314,362
Number of common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,350 23,287
(1) See reconciliations of GAAP to Non-GAAP financial measures on the inside back cover.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2025.
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from to .
Commission file number 0-19969
ARCBEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
71-0673405
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
8401 McClure Drive, Fort Smith, Arkansas
72916
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code 479-785-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value
ARCB
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
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 ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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. ☒
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. ☐
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). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
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, 2025, was $1,730,288,228.
The number of shares of Common Stock, $0.01 par value, outstanding as of February 20, 2026, was 22,295,803.
DOCUMENTS INCORPORATED BY REFERENCE
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 24, 2026, are incorporated by reference in Part III of this Form 10-K.
2
ARCBEST CORPORATION
FORM 10-K
TABLE OF CONTENTS
ITEM
PAGE
NUMBER
NUMBER
PART I
Forward-Looking Statements
3
Item 1.
Business
4
Item 1A. Risk Factors
17
Item 1B. Unresolved Staff Comments
31
Item 1C. Cybersecurity
31
Item 2.
Properties
33
Item 3.
Legal Proceedings
33
Item 4.
Mine Safety Disclosures
33
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
34
Item 6.
[Reserved]
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
60
Item 8.
Financial Statements and Supplementary Data
61
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
101
Item 9A. Controls and Procedures
101
Item 9B. Other Information
104
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
104
PART III
Item 10. Directors, Executive Officers and Corporate Governance
104
Item 11. Executive Compensation
104
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
104
Item 13. Certain Relationships and Related Transactions, and Director Independence
104
Item 14. Principal Accountant Fees and Services
104
PART IV
Item 15. Exhibits and Financial Statement Schedules
105
Item 16. Form 10-K Summary
109
SIGNATURES
110
3
PART I
Forward-Looking Statements
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,” “designed,” “estimate,” “expect,” “forecast,”
“foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar
expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on
management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future
performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the
expectations reflected in these forward‑looking statements are reasonable as and when made, we cannot provide assurance that
our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements.
Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a
number of factors, including, but not limited to:
•
data breaches, cybersecurity incidents, and/or interruptions or failures of our information systems that we depend upon,
including software programs and applications provided by third parties;
•
untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with,
new or enhanced technology or processes;
•
the loss or reduction of business from multiple 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 future acquisitions and the inability to realize the anticipated benefits of the
acquisition;
•
unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors;
•
maintaining our corporate reputation and intellectual property rights;
•
failure to achieve market acceptance or generate adequate returns through our Vaux™ technologies;
•
establishing and maintaining adequate internal controls over financial reporting;
•
disruptions in domestic or global manufacturing activity, supply chains, and related changes in spending, resulting in
material reductions in freight volumes;
•
competitive initiatives and pricing pressures;
•
increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of
equipment-related operating expenses such as maintenance, fuel, and related taxes;
•
availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing
increases in base freight rates, and the inability to collect fuel surcharges;
•
relationships with employees, including unions, and our ability to attract, retain, and upskill employees;
•
unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce
stoppage by our employees covered under ABF Freight’s collective bargaining agreement;
•
union employee wages and benefits, including changes in required contributions to multiemployer plans;
•
availability and cost of reliable third-party services;
•
our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their
services;
•
litigation or claims asserted against us;
•
the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future
governmental laws and regulations, including, but not limited to, environmental laws and regulations, such as
emissions-control regulations and fuel efficiency regulations;
•
default on covenants of financing arrangements and the availability and terms of future financing arrangements;
•
our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements
and other business initiatives;
•
self-insurance claims, insurance premium costs, and loss of our ability to self-insure;
•
potential impairment of long-lived assets and goodwill and intangible assets;
•
external events which may adversely affect us or the third parties who provide services for us, for which our business
continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural disasters, public
health crises, geopolitical conflicts, acts of terrorism or war, cybersecurity incidents, or trade restrictions;
•
general economic conditions and related shifts in market demand that impact the performance and needs of industries
we serve and/or limit our customers’ access to adequate financial resources;
•
seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and
4
•
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”).
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
by reference in this Annual Report on Form 10-K and all subsequent written or oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements. The forward-looking
statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
ITEM 1.
BUSINESS
ArcBest Corporation
ArcBest Corporation™ (together with its subsidiaries, the “Company,” “ArcBest,” “we,” “us,” and “our”) is a
multibillion-dollar integrated logistics company that leverages technology and a full suite of solutions across multiple
modes of transportation to meet our customers’ supply chain needs. We serve as a single end-to-end logistics partner with
global reach. Through our integrated approach and customer-led mindset, combined with our technology, expertise, and
scale, we ensure our customers have the right solutions and capacity to meet their evolving supply chain needs.
The Company, which was incorporated in Delaware in 1966 and is headquartered in Fort Smith, Arkansas, started over a
century ago as a local Arkansas freight hauler. Today, as a result of organic growth, strategic acquisitions, and visionary
leadership, we are a logistics powerhouse with 14,000 employees across nearly 250 campuses and service centers. Our
customers are at the center of our strategy. Through meaningful investments in strategic initiatives and a strong emphasis
on disruptive technology and advanced analytics, we deliver customized solutions that are diverse and flexible enough to
meet our customers’ needs.
Business Description
As an integrated logistics company, ArcBest is growth-oriented and digitally enabled to deliver reliable, innovative
solutions through a variety of ground, air, and ocean transportation solutions, including our less-than-truckload (“LTL”)
carrier – ABF Freight®, our truckload service – MoLo Solutions, LLC® (“MoLo”), our managed transportation solutions,
and our ground expedite fleet – Panther Premium Logistics® (“Panther”). Through our managed transportation solutions,
we partner with customers to create and execute logistics strategies that increase operational efficiencies, reduce costs, and
give customers better insights into their supply chains. We also offer household goods moving through U-Pack®. Our
technology and innovation team provides custom-built solutions, leading-edge technology, and advanced analytics that
help support our customers and optimize supply chains.
Our operations are conducted through our two reportable operating segments, which are described further in the
Asset-Based Segment and Asset-Light Segment sections below:
•
Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”), and
•
Asset-Light, which includes MoLo, Panther, and certain other subsidiaries.
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.
For the year ended December 31, 2025, no single customer accounted for more than 3% of our consolidated revenues, and
the ten largest customers, on a combined basis, accounted for approximately 14% of our consolidated revenues.
Mission, Vision and Values
Our mission is to connect and positively impact the world through solving logistics challenges. Our vision is to be the
leading logistics partner and innovator, working with customers to build better supply chains across the globe. “We’ll Find
a Way” is our motto. With a proven track record, our customers say that we’re the kind of company that partners with
them to solve problems and make things happen. Our integrated logistics approach and innovative technology enable our
5
vision, but it’s our people who ensure our customers’ solutions and capacity needs are met. We support our employees by
providing a workplace where people can grow and make a lasting impact.
We carry out our mission and vision by exemplifying our corporate values:
•
Creativity – We create solutions.
•
Integrity – We do the right thing.
•
Collaboration – We work together.
•
Growth – We grow our people and our business.
•
Excellence – We exceed expectations.
•
Wellness – We embrace total health.
Strategy
Our customer-led strategy is to drive long-term value by delivering a premium experience and growing informed, trusted
and innovative relationships. This value is produced by focusing on three key components — accelerating profitable
growth, increasing efficiency, and driving innovation.
We build long-term value for our customers, employees and shareholders by:
•
Expanding our revenue opportunities through deepening our existing customer and carrier relationships and
securing new ones. Our customers value the multimodal flexibility and high service levels we provide, which are
made possible by growing mutually beneficial relationships with our carrier partners and enhancing our
capabilities through strategic acquisitions and organic investments, all while maintaining a high degree of
professionalism.
•
Optimizing our cost structure with our technology by streamlining business processes and delivering insights and
analytics that enable us to transform our business and enhance customer experience. We are focused on profitable
growth, which requires continually reviewing our costs and investment decisions.
•
Building a resilient business differentiated from our competition through our full-service logistics solutions
offered with a wide variety of fulfillment options, which can include our own assets. This more balanced mix of
revenue better reflects our customers’ spending on logistics and shipping services, which drives long-term
financial sustainability by making our business less capital-intensive relative to our size.
We relentlessly pursue quality as it is central to customer satisfaction, reliability of our solutions, and performance across
the global supply chain in which we operate. 2024 marked 40 years of our Quality Process, which empowers employees
to solve problems creatively and collaboratively using a proven 5-step problem solving method. The process includes
defining and quickly fixing the problem, identifying the root cause, taking corrective action, and following up until the
issue is resolved. In 2025, we received “Quest for Quality” awards from Logistics Management in the category of
Household Goods & High Value Goods for the fourth time, in the National LTL Carriers category for the ninth time, and
in the Expedited Motor Carrier category for the second time.
Asset-Based Segment
Our Asset-Based segment provides LTL services through the motor carrier operations of ABF Freight. Asset-Based
revenues accounted for approximately 66% of our total revenues before other revenues and intercompany eliminations in
2025. For the year ended December 31, 2025, no single customer accounted for more than 4% of revenues in the
Asset‑Based segment, and the segment’s ten largest customers, on a combined basis, accounted for approximately 17% of
its revenues. Note M 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, 2025, 2024, and 2023.
ABF Freight has been in continuous service since 1923 and is one of North America’s largest LTL motor carriers,
providing direct service to more than 99% of U.S. cities with a population of 30,000 or more. ABF Freight offers interstate
and intrastate services to approximately 51,000 communities in all 50 states, Canada, and Puerto Rico through 239 service
centers. ABF Freight also provides motor carrier freight transportation services to customers in Mexico through
arrangements with trucking companies in Mexico.
Our Asset-Based segment offers transportation of general commodities through standard, time-critical, and guaranteed
LTL services. General commodities include all freight except hazardous waste, dangerous explosives, commodities of
exceptionally high value, commodities in bulk, and those requiring special equipment. Shipments of general commodities
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differ from shipments of bulk raw materials, commonly transported by railroad, truckload tank car, pipeline, and water
carrier. General commodities transported by our Asset-Based operations include, among other things, food, textiles,
apparel, furniture, appliances, chemicals, non-bulk petroleum products, rubber, plastics, metal and metal products, wood,
glass, automotive parts, machinery, and miscellaneous manufactured products.
The LTL transportation industry, which requires networks of local pickup and delivery service centers combined with
larger distribution facilities, is significantly more infrastructure-intensive than truckload operations and, as such, has higher
barriers to entry. Costs associated with an expansive LTL network, including investments in or costs associated with real
estate and labor costs related to local pickup, delivery, and cross-docking of shipments, are primarily fixed unless service
levels are significantly changed.
Labor costs, which amounted to 52.2% of Asset-Based revenues for 2025, are the largest component of the segment’s
operating expenses. As of December 2025, approximately 81% of the Asset-Based segment’s employees were covered
under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2023 ABF NMFA”), with the
International Brotherhood of Teamsters (the “IBT”), which was ratified on June 30, 2023 by a majority of ABF Freight’s
IBT member employees. A majority of the 2023 ABF NMFA supplements also passed. The remaining supplements were
ratified on July 7, 2023. The 2023 ABF NMFA was implemented on July 16, 2023, effective retroactive to July 1, 2023,
and will remain in effect through June 30, 2028. The major economic provisions of the 2023 ABF NMFA include wage
rate or per mile increases in each year of the contract, with the initial increase effective retroactive to July 1, 2023, and
profit-sharing bonuses upon the Asset-Based segment’s achievement of certain annual operating ratios for any full calendar
year under the contract. The 2023 ABF NMFA and the related supplemental agreements also provide for annual
contribution rate increases to multiemployer health and welfare and pension plans maintained for the benefit of ABF
Freight’s employees who are members of the IBT. Under the 2023 ABF NMFA, the contractual wage and benefits top
hourly rates are estimated to increase approximately 4.2% on a compounded annual basis through the end of the agreement,
with potential profit-sharing bonuses representing additional costs under the 2023 ABF NMFA. The profit-sharing bonus
under the 2023 ABF NMFA was not achieved for the year ended December 31, 2025. A 1% profit-sharing bonus was
earned for the year ended December 31, 2024, as an operating ratio eligible for a payout was achieved. The bonus was not
applicable in 2023 during the partial calendar year of the 2023 agreement.
ABF Freight contributes to multiemployer pension and health and welfare plans to provide benefits for its contractual
employees. 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 I to the consolidated financial statements included in Part II, Item 8 of this
Annual Report on Form 10-K for more information regarding the multiemployer pension plans to which ABF Freight
contributes and a discussion of legislation impacting funding for multiemployer pension plans.
ABF Freight operates in a highly competitive industry comprised 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. ABF Freight has continued to address the effect of the
wage and benefit cost structure on its operating results with the IBT. Under the 2023 ABF NMFA, ABF Freight continues
to pay some of the highest benefit contribution rates in the industry 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 ABF Freight’s multiemployer plan contributions are used to fund benefits
for individuals who have never been employed by ABF Freight.
Asset-Light Segment
Our Asset-Light segment is a key component of our strategy to offer customers a single source of integrated logistics
solutions, designed to satisfy complex supply chain needs and unique shipping requirements, particularly through our
growing managed transportation solutions. By leveraging technology and third-party service providers, our Asset-Light
team provides various logistics services without significant investment in revenue equipment or real estate.
The revenues of our Asset-Light segment accounted for approximately 34% of our total revenues before other revenues
and intercompany eliminations in 2025. For the year ended December 31, 2025, no single customer accounted for more
than 5% of the Asset-Light segment’s revenues, and the segment’s ten largest customers, on a combined basis, accounted
for approximately 18% of its revenues. Note M to our consolidated financial statements included in Part II, Item 8 of this
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Annual Report on Form 10-K contains additional segment financial information, including revenues and operating income
for the years ended December 31, 2025, 2024, and 2023.
Our Asset-Light segment originated with the formation of ABF Logistics in 2013, when we aligned the sales and operations
functions of our organically developed logistics businesses. Management’s operating decisions are focused on the
Asset‑Light segment’s combined operations rather than individual service offerings within the segment’s operations.
Truckload
Our truckload service, including MoLo, provides third-party transportation brokerage services by sourcing various
capacity solutions, including dry van over-the-road, temperature-controlled and refrigerated, flatbed, intermodal or
container shipping, and specialized equipment, coupled with strong technology and carrier- and customer-based Web tools.
Through our truckload service, we offer a network of more than 70,000 approved contract carriers, with service to all
50 states, Canada, and Mexico. Additional value is created for customers through seamless access to the ABF Freight
network.
Managed Transportation
Through our managed transportation solution, we partner with customers to increase operational efficiencies, reduce costs,
and give better insight into supply chains by providing customized solutions using technology and our knowledge and
expertise. Additional value is created for customers through seamless access to our ABF Freight network, our Panther
fleet, and our MoLo truckload brokerage operations, offering strategic supply chain solutions with unique access to assured
capacity.
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.
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.
International
Our international shipping and logistics services provide global ocean and air shipping solutions by partnering with ocean
shipping lines and air freight carriers worldwide, as well as ground transportation to and from ports. As a non-vessel
operating common carrier, we provide ocean transportation to and from the United States, covering approximately 90%
of the total ocean international less-than-container load market and approximately 80% of the full container load import
market. We also offer warehousing and distribution services to and from major global ports to streamline our customers’
ocean shipping processes.
Moving
Under the U-Pack brand, our household moving services offer flexibility and convenience for how people move through
targeted service offerings for the “do-it-yourself” consumer. We offer these targeted services at competitive prices that
reflect the additional value customers find in our convenient, reliable moving service offerings. The majority of the moves
are provided using trailers and containers transported by ABF Freight.
Other Logistics Services
We also provide other services to meet our customers’ logistics needs, such as final mile, time-critical, product launch,
warehousing and distribution, retail logistics, supply chain optimization, brokered LTL, and trade show shipping services.
Our Retail+ compliance solution is designed to help vendors better meet large retailers’ stringent shipping and delivery
requirements by combining innovative software solutions with enhanced operations processes.
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Competition, Pricing, and Industry Factors
Competition
Our Asset-Based segment actively competes for freight business with other national, regional, and local motor carriers
and, to a lesser extent, with private carriage, domestic and international freight forwarders, railroads, and airlines. The
segment competes most directly with nonunion and union LTL carriers, including FedEx Freight Corporation, the LTL
reporting segment of FedEx Corporation; the LTL segment of Knight-Swift Transportation Holdings Inc.; Old Dominion
Freight Line, Inc.; Saia, Inc.; the U.S. LTL operating segment of TFI International Inc.; and the North American LTL
segment of XPO, Inc. Our Asset-Based 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.
Our Asset-Light segment operates in a very competitive asset-light logistics market that includes approximately 27,500
active brokerage authorities, as well as asset-based truckload carriers; logistics companies, including large and small
expedite carriers; foreign and U.S.-based non-vessel-operating common carriers; freight forwarders; internal shipping
departments at companies that have substantial transportation requirements; smaller niche service 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 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 truck brokerage and complementary service
offerings of RXO, Inc.; the Freight segment of Uber Technologies, Inc.; and the truckload service offering of Total Quality
Logistics. Our Asset-Light segment’s moving services compete with truck rental, self-move, and van line service
providers, and several 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.
Pricing
Approximately 17% of our Asset-Based business is subject to base LTL tariffs, which are affected by general rate
increases, subject to individually negotiated discounts. Rates on the remaining Asset-Based business, including business
priced in the spot market, are subject to individual pricing arrangements negotiated at various times throughout the year.
Most of the business that is subject to negotiated pricing arrangements is associated with larger customer accounts with
annual agreements. The remaining business is priced on an individual shipment basis considering shipment characteristics,
network capacity, and current market conditions.
We allow shippers without negotiated published rates to obtain LTL rates for their shipping needs with ABF Freight’s
reliable service and capacity options through a dynamic pricing option. This innovative pricing mechanism enables
customers to instantly access LTL rates online, by phone, or through application programming interface (“API”)
technology for shipments within the United States, Canadian cross-border, Mexico, and Puerto Rico.
Space-based pricing is utilized for shipments subject to LTL tariffs to better reflect capacity consumed and freight shipping
trends, including the overall growth and ongoing profile shift to bulkier shipments across the entire supply chain, the
acceleration in e-commerce, and the unique requirements of many shipping and logistics solutions, such as accommodating
the growing demand for smaller LTL shipments. We are experienced in handling complicated freight and offer logistics
solutions for our customers’ unique shipment needs. An increasing percentage of freight is taking up more space in trailers
without a corresponding increase in weight. Traditional LTL pricing was generally weight-based until the shift to
density‑based classification beginning in the second half of 2025 following framework changes by the National Motor
Freight Traffic Association, Inc. Our linehaul costs are generally space-based (i.e., costs are impacted by the volume of
space required for each shipment). Space-based pricing involves the use of freight dimensions (length, width, and height)
to determine applicable cubic minimum charges (“CMC”) that supplement weight-based metrics when appropriate.
Space-based pricing better aligns our pricing mechanisms with the metrics affecting our resources and, therefore, our costs
to provide logistics services. CMC is an additional pricing mechanism to better capture the value we provide in transporting
these shipments.
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Our Asset-Light segment primarily provides logistics services through the use of third-party vendors. We offer competitive
pricing on these services based on market conditions, lane characteristics, equipment type, and service requirements,
including through contractual arrangements and spot rates. Our international pricing is mode-dependent, influenced by
capacity, fuel, port congestion, geopolitical events, and carrier alliances.
Our Asset-Based and certain operations within our Asset-Light segment assess a fuel surcharge based on the index of
national on-highway average diesel fuel prices published weekly by the U.S. Department of Energy. While the fuel
surcharge is one of several components in our overall rate structure, the actual rate paid by customers is governed by
market forces and the overall value of services provided to the customer.
Industry Factors
According to management’s estimates, and market studies by Armstrong & Associates, Inc. and the U.S. Department of
Commerce during 2025, the total market potential in the industry segments we serve is approximately $400 billion. The
LTL industry has significant capital and operational barriers to entry and is highly competitive, as previously discussed in
“Asset-Based Segment” within this Business section. Although our Asset-Light market share currently represents a small
portion of the total addressable market, it presents a significant growth opportunity for us. 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-cost supply chain alternatives.
The transportation industry is subject to numerous laws, rules, and regulations, as further discussed below within
“Environmental and Other Government Regulations,” and carriers and brokers 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, sustainability, and fuel economy,
as well as increasing costs in certain 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 and geopolitical conflicts could result in further utilization of expedited shipping and premium logistics
services and cause companies to focus on risk management within their supply chains.
Seasonality
Our reportable operating segments are impacted by seasonal fluctuations that affect tonnage, shipment levels, and demand
for our services, which in turn may impact our revenues and operating results. Inclement weather conditions can adversely
affect freight shipments and operating costs of our Asset-Based and Asset-Light segments. Shipments may decline during
winter months because of post-holiday slowdowns and during summer months due to plant shutdowns affecting
automotive and manufacturing customers of our Asset-Light segment; however, weather or other disruptive events can
result in higher short-term demand for expedite services depending on the impact to customers’ supply chains.
Historically, the second and third calendar quarters of each year usually have the highest tonnage and shipment levels. In
contrast, the first quarter generally has the lowest tonnage and shipment levels, although other factors, including the state
of the U.S. and global economies; available capacity in the market; yield initiatives; and external events or conditions,
such as the modification or implementation of new tariffs or trade policy, may influence quarterly business levels. Our
yield initiatives, along with increased technology-driven intelligence and visibility with respect to demand, have allowed
for shipment optimization in non-peak times, reducing our susceptibility to seasonal fluctuations in recent years, including
during the years ended December 31, 2025, 2024, and 2023.
Technology
Rooted in a strong history of innovation, technology is a significant driver of our strategy — it differentiates us in the
marketplace and allows us to continuously evolve. Much of the technology used at ArcBest has been developed internally
and is tailored specifically to customers, capacity suppliers, and internal business processing needs. Through the
implementation of custom-built solutions and leading-edge technologies, we enable our customers to successfully navigate
the complex logistics landscape so they can use their supply chain as a competitive advantage.
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During 2025, we made additional technology investments to improve both customer experience and carrier capacity
experience while continuing to optimize costs. Some examples include:
•
Our award-winning City Route Optimization technology, which was first rolled out at our service centers in 2023,
has improved efficiencies throughout ABF Freight’s city operations, increasing productivity, improving customer
experiences, and reducing the environmental impact of our fuel emissions. City Route Optimization uses machine
learning and artificial intelligence (“AI”) to create algorithms using historical shipment and geographic data.
During 2025, we also began utilizing a city pick-up augmentation process through additional phases of City Route
Optimization – providing our city dispatchers with automated support in predicting daily demand fluctuations
and optimizing pick-up assignments, thus minimizing route costs and maximizing trailer usage.
•
We are currently beta testing ArcBest ViewTM, our new digital platform and proprietary transportation
management system designed to simplify shipment management through multi-mode quoting and booking and
an intuitive visibility tool called ViewPointTM, which consolidates several tools from the Company’s website into
one user-friendly experience. ArcBest View provides access to our full suite of logistics solutions and is expected
to launch with the ViewPoint tool in the first half of 2026.
•
We continue to invest in our Vaux suite –
o
Vaux Freight Movement SystemTM is a suite of hardware and software designed to enable an entire
trailer to be loaded and unloaded in under five minutes, transforming efficiency in freight operations.
o
Vaux Smart AutonomyTM combines autonomous mobile robot forklifts and reach trucks, intelligent
software, and remote teleoperation capability to autonomously handle materials movement in complex
warehouse, distribution center, and manufacturing operating environments, while being monitored
remotely by humans.
o
Vaux VisionTM, announced in February 2025, is a 3D perception technology designed to streamline
material handling by providing precise, real-time freight measurements directly on a forklift.
In 2025, our Vaux suite was named the “2025 Material Handling Solution of the Year” by SupplyTech
Breakthrough.
•
We continue to invest in ArcBest Virtual Agent (“AVA”), which uses automation to quickly schedule shipment
pickups, provide tracking information, and address other questions through email, phone, and web chat.
•
We released feature enhancements to our carrier-facing portal to increase usage of this digital channel, improve
efficiency for carriers and our internal team. These updates include enhanced capacity sourcing tools that send
proactive notifications to carriers when available loads match their preferences. This leads to greater digital
engagement, improved coverage, and an overall better carrier experience.
Typically, freight transportation customers communicate their freight needs on a shipment-by-shipment basis through
telephone, email, web, mobile applications, electronic data interchange (“EDI”), or API. In our Asset-Light segment,
shipment details are entered into an operating system that helps facilitate the selection of a contracted carrier or carriers
based on service capability, equipment availability, freight rates, and other factors. Once a carrier is chosen, the
transportation cost is agreed upon, and the carrier commits to providing transportation, we track the status of the shipment
from origin to delivery. Tracking updates flow automatically into our fully integrated software, which provides customers
with real-time electronic shipment status updates.
We make information readily accessible to our customers through various electronic pricing, billing, and tracking services,
including mobile-responsive websites that allow customers to access information about their shipments, request shipment
pickup, and utilize various other digital tools. Online functions tailored to customer needs include bill of lading generation,
pickup planning, customer-specific price quotes, proactive tracking, email notification, logistics reporting, dynamic
rerouting, and other connectivity tools. This technology also enables customers to integrate data from our systems directly
into their own websites, transportation management systems, or other information systems using EDI standards and secure
API connections, allowing them to provide shipping information and support seamlessly to their own customers.
ArcBest’s Innovation Ambassador Program encourages employees to share transformative ideas. A cross-functional team
works closely with executive leadership to identify opportunities for disruptive innovation and evaluate potential external
innovation partners. In 2025, ArcBest Technologies hosted its sixth annual Imagine competition. This year’s theme,
Automate to Accelerate, challenged employees to explore how AI can streamline tasks, reduce errors, and unlock human
creativity – helping ArcBest to better serve our customers, innovate faster, and collaborate more effectively.
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Insurance
Generally, claims exposure in the freight transportation and logistics industry consists of workers’ compensation,
third-party casualty liability, and cargo loss and damage. We maintain insurance that we believe is adequate to cover losses
in excess of self-insured amounts or deductibles. However, we cannot provide assurance that the limit of our insurance
coverage will provide adequate protection under all circumstances or against all potential losses. We pay assessments and
fees to state guaranty funds in states where we have workers’ compensation self-insurance authority. In some of these
states, depending on the specific state’s rules, the guaranty funds may pay excess claims if the insurer cannot pay due to
insolvency. However, there can be no certainty of the solvency of individual state guaranty funds.
We have been able to obtain what we believe to be adequate insurance coverage for 2026 and are not aware of any matters
which would significantly impair our ability to obtain adequate insurance coverage at market rates for our operations in
the foreseeable future. A significant increase in the frequency or severity of accidents, cargo claims, or workers’
compensation claims or the significant unfavorable development of existing claims could have a material adverse effect
on our cost of insurance and results of operations in the future.
We also maintain property and cyber insurance which would offset losses up to certain coverage limits in the event of a
catastrophe or certain cyber incidents, including certain business interruption events related to these incidents; however,
losses arising from a catastrophe or significant cyber incident may exceed our insurance coverage and could have a material
adverse impact on our results of operations and financial condition. We do not have insurance coverage specific to losses
resulting from a pandemic or geopolitical conflict.
Environmental and Other Government Regulations
Various international, federal, state, and local agencies exercise broad regulatory powers over the transportation industry,
generally governing activities of motor carriers, freight transportation brokers, freight forwarders, non-vessel operating
common carriers, ocean freight forwarders and other ocean transportation intermediaries, and indirect air carriers. These
regulations include safety, contract compliance, insurance and bonding requirements, tariff and trade policies, customs,
import and export, food safety, employment practices, licensing and registration, taxation, environmental matters, data
privacy and security, and financial reporting. Compliance with future modifications to the regulations impacting the
transportation industry may impact our operating practices and costs, which could have a material adverse impact on our
financial condition, results of operations, and cash flows. Other logistics companies would be similarly affected by changes
in industry regulations.
Environmental Regulations
We are subject to federal, state, and local environmental laws and regulations relating to, among other things, emissions
control, transportation or handling of hazardous materials, underground and aboveground storage tanks, stormwater
pollution prevention, contingency planning for spills of petroleum products, and disposal of waste oil.
In 2016, the U.S. Environmental Protection Agency (the “EPA”) and the National Highway Traffic Safety Administration
(the “NHTSA”) jointly finalized a national program establishing a second phase of greenhouse gas (“GHG”) emissions
regulations (“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 2024, the EPA finalized a rule for a third phase of the GHG emissions regulations
(“EPA/NHTSA Phase 3”), which includes more stringent standards to reduce GHG emissions from heavy-duty vehicles
beginning with model year 2027 beyond the current standards applicable under the EPA/NHTSA Phase 2. Similarly, in
2024, the EPA finalized more ambitious emissions reduction standards for light- and medium-duty vehicles starting with
model year 2027. In 2025, the EPA announced a deregulatory plan which includes rolling back parts of EPA/NHTSA
Phase 3.
In 2018, the EPA launched the “Cleaner Trucks Initiative” (the “CTI”) which includes plans for future rulemaking to
reduce nitrogen oxide emissions. In 2021, the EPA announced the “Clean Truck Plan,” a series of rulemakings, the third
and final of which was announced in 2024, to set new emissions standards to reduce nitrogen oxide emissions from
heavy‑duty vehicles beginning with model year 2027. The Clean Truck Plan takes into consideration the Inflation
Reduction Act of 2022 which sought greater application of zero-emission vehicle technologies. However, the previously
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mentioned deregulatory plan announced by the EPA in 2025 effectively slowed or reversed parts of the CTI, particularly
around GHG standards and nitrogen oxide emissions for heavy-duty trucks.
Certain states have individually enacted and may continue to enact legislation relating to engine emissions, trailer
regulations, fuel economy, fuel formulation and other environmental-related regulations. In 2019, the state of California
signed legislation directing 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. Legislation, now known as the
Clean Truck Check Program, combines periodic vehicle testing requirements with other emissions monitoring techniques,
in an effort to provide significant reductions in pollution necessary to achieve federal air quality mandates in California.
The program requirements also include annual compliance reporting for self-propelled vehicles registered for on-road use,
along with annual per vehicle compliance fees which began in 2024.
In 2023, the state of California signed legislation under the Climate Corporate Data Accountability Act requiring reporting
of direct and indirect GHG 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 Greenhouse Gases: 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. In 2024, the Climate Corporate Data
Accountability Act and the Climate-Related Financial Risk Act were amended through the Greenhouse Gases: Climate
Corporate Accountability: Climate-Related Financial Risk Act, which requires CARB to specify a schedule for reporting
of scope 3 indirect emissions and eliminates the annual fee to the state of California upon filing climate-related disclosures
required under the initial acts. In 2024, CARB released an enforcement notice related to the Climate Corporate Data
Accountability Act that encouraged entities to move towards full compliance as quickly as possible while also
acknowledging that meeting the statutory deadlines would be difficult and indicating that companies should demonstrate
a good faith effort to retain the required emissions data necessary for reporting. In November 2025, the first reporting
deadline under the Climate Corporate Data Accountability Act was shifted to August 2026. Also in November 2025, the
Ninth Circuit Court of Appeals issued an injunction halting the enforcement of the Climate-Related Financial Risk Act,
including the first risk disclosure deadline of January 1, 2026, pending appeal.
While fuel consumption and emissions may be reduced under the new standards, emission-related regulatory actions have
historically increased costs of revenue equipment, diesel fuel, and equipment maintenance, and future legislation, if
enacted, could result in increases in these and other costs. The future of “cap and trade” programs or measures and the
related potential costs is unknown. We are unable to determine with any certainty the effects of any future climate change
legislation, and there can be no assurance that more restrictive regulations than those previously described will not be
enacted.
A portion of our Asset-Based facilities store fuel and oil in underground and above-ground tanks for use in tractors and
trucks. Maintenance of our tanks is regulated by the EPA and, in most cases, by state agencies. Management believes we
are in substantial compliance with all such regulations. The underground storage tanks are required to have leak detection
systems, and we are not aware of any leaks from such tanks that could reasonably be expected to have a material adverse
effect on our operating results. Notwithstanding current compliance, including under a consent decree with the EPA, as
discussed below, we are subject to on-going environmental remediation obligations concerning historical underground
storage tank releases, for which the resolutions are not expected to have a material adverse effect on our financial condition,
results of operations, or cash flows.
Certain of our Asset-Based service center facilities operate with no-exposure certifications or stormwater permits under
the federal Clean Water Act (the “CWA”), as amended. The no-exposure certification and stormwater permits may require
periodic facility inspections and monitoring and reporting of stormwater sampling results. Management believes we are in
substantial compliance with all stormwater laws, maintenance, and standard operating procedures of such regulations,
including the consent decree entered into on March 20, 2023.
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. It is anticipated that the resolution of our environmental matters could
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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 testing performed at certain sites.
Other Government Regulations
We operate in the United States and, for international transportation, from the United States, pursuant to federal operating
authority granted by the U.S. Department of Transportation (the “DOT”) and the U.S. Federal Maritime Commission. In
2025, the International Maritime Organization (“IMO”) introduced stricter rules to reduce GHG emissions from ships,
requiring vessel operators adopt cleaner fuels, improve vessel efficiency, and enhance emissions monitoring. While the
IMO has delayed discussions for adopting these new rules until later in 2026, we will continue to monitor these framework
requirements. Although we do not operate vessels, these framework requirements could impact the transportation cost paid
by the customers of our ocean freight forwarding, non-vessel operating common carrier, and other ocean transportation
intermediary services. Our operations are also subject to security regulations issued by the U.S. Department of Homeland
Security, including regulations issued through the Transportation Security Administration.
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 with a safe workplace. This includes, but is not limited to, providing a workplace free
from serious recognized hazards and ensuring employees have and use safe tools and equipment and properly maintain
this equipment.
Our Asset-Based operations and our Asset-Light segment’s network of third-party contract carriers must comply with
industry regulations, including the electronic logging device mandate of the Federal Motor Carrier Safety Administration
(the “FMCSA”) for interstate commercial trucks and hours of service, safety and fitness, and other regulations of the DOT,
including requirements related to drug and alcohol testing. In 2025, the FMCSA issued several changes affecting
commercial driver licensing (“CDL”) and qualification standards, including enhanced enforcement of the longstanding
English-language proficiency (“ELP”) requirements for commercial motor vehicles, expanded verification procedures for
non-U.S.-domiciled CDL holders and updated medical certification and physical qualification standards. FMCSA also
began overhauling its Safety Measurement System methodology in 2025, aimed at improving how violations are weighted
and displayed. 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.
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 Asset-Light segments.
If we were to violate the government regulations under which we operate, we may be subject to substantial fines or
penalties or our business operations could be restricted, which could have a material adverse impact on our financial
condition, results of operations, and cash flows.
Human Capital Resources
Our people are at the heart of our success, and we provide a workplace that respects all cultures, perspectives, and
experiences. As of December 2025, we had 14,000 employees, of which approximately 58% were members of labor
unions. As previously described in the “Asset‑Based Segment” within this Business section, as of December 2025,
approximately 81% of our Asset‑Based segment’s employees were covered under the 2023 ABF NMFA, the collective
bargaining agreement with the IBT, which will remain in effect through June 30, 2028.
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 upskilling our personnel. We strive to recruit people with the
skills, experience, and potential needed for each role and maintain a culture of continuous growth and professional
development. Intentional training and development plans support every stage of career progression, accelerating job
mastery and preparing employees for future roles. A comprehensive learning program offers classroom, virtual, and
web‑based training options. In 2025, ArcBest was recognized as a Training magazine Training APEX Award recipient for
the sixteenth consecutive year.
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We also offer a tuition reimbursement program and partner with a private university to provide virtual classes for
employees to further their education. In 2024, we introduced ArcBest’s Employee Dependent Scholarship Program
awarding scholarships for the 2024-2025 school year and in 2025, awarded scholarships for the 2025-2026 school year.
Performance management is supported by a customized system that incorporates goals setting and development planning
to better position employees in their career paths. Career path visibility is provided through our job architecture framework,
and employees participate in annual career conversations with their direct supervisor. A robust succession planning
program ensures continuity in critical roles, while compensation and benefits packages are regularly evaluated for
competitiveness, including insurance and retirement offerings. We offer an array of programs to support the four pillars of
wellness for our employees – physical, financial, emotional/social, and developmental. Employee feedback is gathered
through an annual survey and periodic pulse surveys to guide ongoing improvements.
To attract and retain qualified truck drivers, we have developed initiatives to both recruit new drivers and upskill our
existing workforce. One of our key programs is the Driver Development Program, a six-week paid training initiative that
helps individuals earn their CDL-A license and launch their careers as professional drivers. Additionally, we host on-site
hiring events at critical locations to connect with potential candidates. We continue to invest in programs designed to
support the development and retention of qualified drivers, including veterans and military-connected individuals, ensuring
that we meet the growing demand in the freight transportation industry. As a result of our efforts, ArcBest was named a
2025 Best for Vets Employer by Military Times.
Belonging
We are dedicated to fostering an atmosphere where all cultures, perspectives and experiences are respected. This
commitment is lived out by our people through our mission and values. Our belonging strategy is divided into four main
areas — workforce, workplace, community, and marketplace. Our Corporate Social Responsibility team, which leads our
belonging strategy, reports at least annually to the Nominating/Corporate Governance Committee of our Board of
Directors. ArcBest earned a spot among Forbes Best Large Employers 2025 and America’s Best Employers for Company
Culture 2025 lists and was named “America’s Best Employers for Women 2025”. The Company was also named to the
“Elite 30” list of the 2025 Top Companies for Women to Work in Transportation by the Women in Trucking Association
and listed as a “Best Company to Work For” by U.S. News & World Report in the transportation and logistics category.
ArcBest also holds an A+ culture rating by employees via Comparably. This year, ArcBest was recognized in
Comparably’s “Best Company Work-Life Balance,” “Happiest Employees,” “Best Leadership Teams,” and “Best
Company Perks and Benefits” lists based on employee feedback. These distinctions consider factors such as quality of pay
and benefits, culture and belonging, and development and advancement opportunities. In addition, we support our
employees as they carry out our wellness value by participating in health-related workplace initiatives and wellness events,
including those in their local communities.
Our corporate Code of Conduct sets forth our general business conduct and ethical principles. Our nonunion employees
are required to participate in annual Code of Conduct training, which also covers our anti-discrimination and
anti‑harassment policies. Our new hires complete anti-harassment training, and workplace belonging training options are
available to all employees.
As a result of our efforts to create positive work experiences while ensuring our people feel supported in the workplace,
we were also named as one of America’s “Most Responsible Companies of 2025” by Newsweek and Statista,
demonstrating our commitment to being a responsible corporate citizen.
Health, Safety, and Security
The health and well-being of our employees is a priority, and we have numerous programs to support our people in
embracing total health. In addition to health benefits and voluntary insurance options, we also offer a wellness program
through which employees may receive reduced premiums, deductibles, and out-of-pocket expenses for their insurance by
completing certain preventative health requirements. We offer a digital health platform, life coaching services, behavioral
health support, and a weight loss program, and we encourage healthy behavior throughout the year through regular
communications, educational sessions, wellness challenges, and other incentives.
Safety is critical to our business. We have safety procedures and guidelines, as well as required training and certification
programs, for our drivers and freight-handling personnel to promote safety on and off the road. We also have safety
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measures and policies that apply to all independent contractors, owner-operators, and fleet owners in our Panther fleet, for
whom we have provided safety programs to heighten awareness, promote safe driving behaviors, and reduce violations
and accidents. Additionally, all company campuses are subject to safety and security policies and procedures to ensure the
health, safety, and welfare of all employees.
Our Asset-Based segment is dedicated to safety and security in providing transportation and freight-handling services to
its customers. ABF Freight is the only eleven-time winner of the Excellence in Security Award and a ten-time winner of
the Excellence in Claims & Loss Prevention Award from the American Trucking Associations. In 2024, three ABF Freight
drivers were named by the American Trucking Associations as captains of the 2024-2025 “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.
We expect all employees to obey and respect human rights laws, and we will not tolerate conduct that violates these laws.
We set the same expectations for our vendors, suppliers, and service providers through our Supplier Code of Conduct.
Given the nature of our industry, we are in a critical position to help raise awareness of human trafficking to potentially
disrupt these networks. Through a partnership with TAT® (formerly known as Truckers Against Trafficking), we educate
our employees and drivers on the realities of modern-day slavery and how they can play a role in the fight against human
trafficking.
Reputation and Responsibility
Our Company and our brands are consistently recognized for best-in-class performance and leading-edge technology.
Brands
ArcBest is recognized as a leading integrated logistics company that employs creative problem solvers who develop and
deliver innovative logistics solutions. Beyond this fundamental marketplace recognition of our collective brand identity,
our other key brands represent additional unique value in their target markets.
We have registered or are pursuing registration of various marks or designs as trademarks in the United States, including,
but not limited to “ArcBest,” “ABF Freight,” “Panther,” “MoLo,” “U-Pack,” “Vaux,” and “More Than Logistics.” For
some marks, we also have registered or are pursuing registration in certain other countries.
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 Vaux freight handling program.
Commitment to Environmental Responsibility
ArcBest recognizes the impact that our operations have on the environment and is committed to advancing sustainable
practices across our business. We partner with customers to help meet their supply chain sustainability goals and have
voluntarily published an annual report for six consecutive years detailing our responsible business priorities, sustainability
initiatives, operational efficiencies, safety standards, and community-based partnerships. We also support the United
Nations Global Compact’s Sustainable Development Goals (“SDGs”) and have taken action in four areas – good health
and well-being; decent work and economic growth; climate action; and peace, justice, and strong institutions.
We actively promote a cleaner environment by reducing both fuel consumption and emissions, including investing in
disruptive technology like our City Route Optimization and Vaux suite. These initiatives deliver measurable results. In
recognition of our efforts, ArcBest was named one of America’s Climate Leaders 2025 by USA Today and Statista for
significant and sustained reductions in GHG emissions. For nearly two decades, ArcBest, including ABF Freight and
Panther, has participated 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.
ArcBest was recognized as a 2024 SmartWay Leader for our City Route Optimization technology, which enables ABF
Freight to run fewer miles during pickup and delivery. ABF Freight also contributes to industry-wide sustainability efforts
through the American Trucking Associations Sustainability Task Force. For more than 40 years, ABF Freight has partnered
with BNSF Railway to provide intermodal shipping solutions, using stackable containers, wheeled vans and pup trailers
to ship freight, improve transportation efficiency and reduce emissions output. In the first half of 2024, ABF Freight
increased usage of stackable containers to nearly 50%, moving more freight per trip while reducing emissions, a milestone
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recognized with the 2025 BNSF Railway Sustainability Award. ArcBest’s commitment to sustainability also earned
recognition as one of Inbound Logistics’ 2025 G75 Green Supply Chain Partners and as a recipient of the EcoVadis
Commitment Badge.
ABF Freight has long implemented practices to reduce fuel use and emissions, including voluntary speed limits, engine
idle management, and strict maintenance schedules. Aerodynamic trailer aids over-the-road trailers and ongoing fleet
upgrades further enhance fuel efficiency. We continue to replace aging equipment models with clean, fuel-efficient
equipment. In 2025, we successfully completed a three-week pilot using an electric Class 8 truck in over-the-road
operations, providing valuable insight into the potential of electric Class 8 trucks. Dock operations utilize forklifts powered
by liquefied petroleum gas, which the EPA recognizes as a clean, alternative fuel. We have invested in a small number of
electric forklifts, and electric yard tractors to replace diesel equipment. Additionally, MoLo operates from a LEED Gold-
certified office facility in Chicago, featuring a green roof, smart lighting, energy-efficient HVAC systems, and additional
eco-friendly features.
Contributions & Awards
Our culture is focused on quality service and responsibility, 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 philanthropic organizations. To help guide our actions in our giving efforts, we have outlined our three
philanthropic pillars — Community, Education and People. In our corporate headquarters’ local community, we have long
supported the United Way of Fort Smith Area and its partner organizations. In 2025, with employee support, we once
again are a United Way Pacesetter, setting the standard for leadership and community support, and we earned the
Chairman’s Award for 2024-2025 campaign efforts. Our employees are also great contributors of time to our local
community through various volunteer activities.
In addition to the recognitions and awards previously mentioned in the Business section, ArcBest has been recognized
with the following awards during 2025:
•
Inbound Logistics’ 2025 list of “Top 100 Truckers;”
•
Named to the 2025 “FleetOwner 500 For-Hire Fleets” list ranking No. 24, up three spots from 2024;
•
Fortune 1000 list of Top Companies, ranking No. 758 in 2025;
•
19th in the Commercial Carrier Journal’s 2025 list of “Top 250 For-Hire Carriers;”
•
Transport Topic’s 2025 list of “Top 100 For-Hire Carriers;”
•
Ranked No. 44 on Transport Topics “2025 Top 100 3PLs” list;
•
SupplyChainBrain’s 2025 list of “Top 100 Great Supply Chain Partners;” and
•
Inbound Logistics’ 2025 “Top 100 3PL Providers” as one of the best of the best third-party logistics companies.
Asset-Based Segment
ABF Freight received various awards during 2025 demonstrating commitment to quality and excellence, along with
sustainability awards and recognitions, as previously detailed in the Business section.
•
Included in Project44’s “2025 Preferred Carriers” list as gold-tier carrier in the LTL category;
•
Named a FourKites Premier Carrier for the first half of 2025; and
•
Ranked No. 7 in the Journal of Commerce list of Top 25 LTL Carriers.
Asset-Light Segment
Our Asset-Light businesses received the following recognitions during 2025, in addition to those previously detailed in
the Business section:
•
Named among the 100 “Top Freight Brokerage Firms” in Transport Topics for 2025;
•
MoLo was recognized as part of Built In’s “2025 Best Places to Work For” awards, earning a place in the “Best
Places to Work in Chicago” and the “Best Midsize Places to Work in Chicago” categories;
•
MoLo recognized as a 2025 top “3PL & Cold Storage Provider” by Food Logistics;
•
MoLo and Panther were included in Project44’s “2025 Preferred Carriers” list as gold-tier carriers in the truckload
category; and
•
Panther received the 2025 Empowerment Award from Expediter Services, in recognition for support of the
Women-Owned Business Initiative, a collaborative effort between Expediter Services and the Women in
Trucking Association.
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Available Information
We file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments
to those reports, proxy and information statements, and other information electronically with the SEC. All reports and
financial information filed with, or furnished to, the SEC can be obtained, free of charge, through our website located at
www.arcb.com or through the SEC’s website located at www.sec.gov as soon as reasonably practical after such material
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 by 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.
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 section of our Investor Relations page).
ITEM 1A.
RISK FACTORS
Our business is subject to a variety of material risks that we have identified and could also be affected by additional risks
and uncertainties that are not currently known to us or that we currently deem to be immaterial. This Risk Factors section
discusses the material risks relating to our business activities, including those affecting the transportation industry and our
Company that are largely out of our control. If any of these risks or circumstances actually occur, it could materially harm
our business, results of operations, financial condition, and cash flows; impair our ability to implement business plans or
complete development activities as scheduled; and/or result in a decline in the market price of our common stock.
Risks Related to Cybersecurity, Data Privacy, and Information Technology
An interruption, failure, perceived or actual data breach, or cybersecurity incident in the Information Technology
(“IT”) systems that we depend on, including software programs and applications provided by third parties, could
have a material adverse effect on our business, results of operations, and financial condition.
We depend on the proper functioning, availability, and security of our IT systems, including communications, data
processing, financial, and operating systems, as well as proprietary software programs and certain software applications
provided by third parties that are integral to our business operations. Such third parties may host, store, transmit data or
have access by means of connected IT systems to information about our business, customers, employees, and vendors.
Our IT systems and third-party applications that we utilize are vulnerable to interruption by adverse weather conditions;
natural disasters; power, internet, or telecommunications outages; computer viruses; and cybersecurity incidents such as
denial of service, phishing, malware, artificial intelligence (“AI”)-enabled attacks, or other security or data breaches; as
well as other events beyond our control. A failure or disruption in critical IT systems, including the applications provided
by third parties, could adversely affect our operations, damage our reputation, result in a loss of customers, cause errors or
delays in financial reporting, result in violation of privacy laws, expose us to potential loss or litigation, and/or cause us to
incur significant time and expense to remedy such an event. New or enhanced technology that we develop and implement
may also be subject to cybersecurity attacks and may be more prone to related incidents.
We have limited control over the operation, quality, maintenance, or continued availability of services provided by our
vendors, including third-party software providers whose systems we rely on for critical operations. We depend on the
design and operating effectiveness of the internal controls of these providers and obtain assurance reports from independent
service auditors engaged by our third-party software providers for systems in scope for our internal controls over financial
reporting. However, we cannot ensure that these controls are adequate to prevent, detect, or correct misstatements or to
mitigate system or operational vulnerabilities. Additionally, there is no guarantee that we will be able to maintain our
software licensing arrangements that support key functions, or that we can renew or replace these arrangements on
commercially reasonable terms or at all.
Some of our employees work remotely, including under hybrid work arrangements, which has increased demand for IT
resources and heightened our exposure to unauthorized access to proprietary information or sensitive or confidential data
and other cybersecurity incidents.
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As AI capabilities improve and are increasingly adopted, including generative AI, we may see cybersecurity attacks
perpetrated through AI, including an increase in the speed, scale, sophistication, and automation of such attacks. While we
maintain property and cyber insurance, losses arising from a significant disaster or cyber incident may exceed our
insurance coverage and could have a material adverse impact on our results of operations and financial condition. Although
we have implemented measures to mitigate 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 materializing. Additionally, it may be
more difficult to defend against such attacks.
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 such events at points when the impact on our business could be minimized. Despite our efforts to
monitor and develop our IT 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, promptly detect, or timely implement adequate
protective or remedial measures against cybersecurity attacks or recover use of our IT networks and infrastructure timely.
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, we may suffer competitive disadvantages, loss of customers, or other
consequences that could negatively impact our business, results of operations, and financial condition.
The transportation industry is experiencing rapid changes in technology, driven by the development and implementation
of new and emerging technologies, including generative AI and machine learning, and enhancements in existing
technology. New entrants to the market, including technology-centric or technology-enabled start-ups and emerging
business models, have expanded the field of competition and increased pressure for innovation in the industry. Our
customers may find alternatives to our services to meet their freight transportation and logistics needs.
We expect our customers will continue to demand more sophisticated technology-driven solutions, including
advancements in processes, equipment, and facilities to address concerns over business efficiency, supply chain
effectiveness, and sustainability. We have made, and continue to make, significant investments in technology, including
enhancements to existing technology and the development of new and innovative solutions, such as software and physical
assets that are in various stages of development and implementation. Our investments in technology are further described
in “Technology” within Part I, Item 1 (Business) of this Annual Report on Form 10-K. A number of factors are involved
in determining proof of concept, and there can be no assurance that our technology implementations will be successful.
Our efforts and investments in technology innovation, including generative AI technologies, may continue to require
significant ongoing research and development and implementation costs and may involve new or unforeseen risks and
challenges, including heightened risks regarding data and information security, privacy, protection, and copyright
infringement and, in the case of generative AI, potential compliance gaps in an emerging but fragmented regulatory
environment. The success of our approach to innovation depends on market acceptance of our solutions and other factors,
including our ability to:
•
deploy funds and resources for investment in technology and innovation;
•
achieve the right balance of strategic investments in existing or developing technology and innovation;
•
timely and effectively develop and implement new or enhanced technology, including integration into current
operations and interaction with existing systems;
•
train our employees to operate the technology and/or achieve appropriate customer, carrier, or other desired user
adoption of the technology;
•
adequately anticipate challenges and respond to unforeseen challenges;
•
detect and remedy defects in enhanced or new technology; and
•
recover costs of investment through increased business levels, higher prices, improved efficiencies, or other
means, such as licensing or disposing of the developed technology.
We are still in the early stages of developing and deploying generative AI, a process that is particularly complex due to
the use of sensitive, proprietary, and confidential data that could be leaked, as well as the potential flaws in algorithms and
models, which may include biases, errors, and limitations in handling certain data types or scenarios, ultimately affecting
the reliability of outputs. 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; if any enhanced or new technology does not yield the results we
expect, or is developed by others; or if the decisions are made by us or our customers based on flawed AI or model outputs,
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we may be placed at a competitive disadvantage; lose customers; be led to make decisions that could bias certain
individuals or classes of individuals and adversely impact their rights; 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.
Risks Related to Our Business
The loss of or reduction in business from multiple large customers or an overall reduction in our customer base
could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
We do not have a significant customer concentration. However, our customer relationships are generally not subject to
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. If we were to lose all or a portion of the business of some
of our large customers or if our customers were to demand pricing concessions for our services, require us to provide
enhanced services at lower prices, or develop their own shipping and distribution capabilities, our business, results of
operations, and cash flows could be materially adversely impacted. A reduction in our customer base or difficulty in
collecting, or the inability to collect, payments from our customers due to pricing changes, economic hardship, or other
factors could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
Our initiatives to grow our business operations or to manage our cost structure to business levels may take longer
than anticipated, may not generate adequate returns, or may not be successful.
Growing 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,
the related results of operations and cash flows we anticipate from these initiatives and additional service offerings may
not be achieved.
Our growth plans place significant demand 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 our services. We have incurred increased costs
associated with long-term investment in the development of our owner-operator fleet and contract carrier capacity for our
Asset-Light segment. As we focus on market opportunities for our asset-light solutions, 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 new competitive challenges, and we may not
be able to successfully gain market share.
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 adjustments otherwise needed to align
the labor cost structure to corresponding business levels are limited as we strive to maintain service quality. It is more
difficult to match our staffing levels and purchased transportation resources to our business needs in periods of rapid or
unexpected change. 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. Such additional costs could be
disproportionate to our business levels and may adversely impact our operating results. A prolonged labor shortage or
significant labor inefficiencies could result in lower levels of service, including timeliness, productivity and/or quality of
service. While we regularly 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, there can be no assurance that any given network change will result in improvement in our Asset-Based segment’s
results of operations.
We may be unsuccessful in realizing all or any part of the anticipated benefits of future acquisitions. The cost,
integration, and performance of any such acquisition may disrupt or adversely affect our business, results of
operations, financial condition, and cash flows.
We evaluate acquisition candidates and may pursue opportunities to acquire assets and businesses that we believe will
complement our existing assets and business or enhance our service offerings. However, we may be unable to generate
sufficient revenue or earnings from any future acquired business to offset acquisition or investment costs, and the acquired
business may fail to meet operational or strategic expectations. We may encounter difficulties integrating the assets,
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workforce, systems, and operations of acquired companies, including underestimating the resources needed to support an
acquisition, which could prevent us from realizing the full anticipated benefits of the acquisition, including within the
anticipated timeframe, or inhibit our ability to provide consistent, high-quality service to customers. If acquired operations
fail to generate sufficient cash flows, we may incur impairments of goodwill, intangibles, and other assets in the future.
The possible risks involved in acquisitions include, among others:
•
potential loss of customers, key employees, and third-party service providers;
•
potentially unacceptable qualification requirements for contract carriers or other third-party vendors;
•
potentially unfavorable, or adverse changes to, pre-existing contractual relationships;
•
difficulties and costs of synchronizing our policies, procedures, business culture, and benefits and compensation
programs;
•
inability to integrate and maintain our internal controls over financial reporting;
•
difficulties related to additional or unanticipated regulatory and compliance issues;
•
adverse tax consequences; and
•
other unanticipated issues, expenses, and liabilities, including previously unknown liabilities, or legal proceedings
which may arise, associated with the acquired business for which we have no, or are unable to secure, recourse
under applicable indemnification or insurance provisions.
Due diligence procedures performed in evaluating acquisitions may not identify all risks that adversely impact the success
of our transactions. Future acquisitions may require substantial capital or the incurrence of substantial indebtedness or may
involve the dilutive issuance of equity securities, which could negatively impact our capitalization and financial position.
Further, we may not be able to acquire businesses or assets in the future even though we may have incurred expenses in
evaluating and pursuing strategic transactions.
Unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors may adversely
affect our business and our stock price.
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 require our management to expend
significant time and resources away from our primary operations. Such proposals may disrupt our business, including
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.
Damage to our corporate reputation may cause our business to suffer.
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 the image of our brands, including ArcBest, ABF Freight, Panther, MoLo, U-Pack, and Vaux. Adverse
publicity regarding labor relations, legal matters, cybersecurity and data privacy concerns, social and sustainability issues,
and similar matters, whether or not justified, could also have a negative impact on our reputation. Despite our efforts to
adapt to and address these concerns, our efforts may be insufficient and could result in the loss of business, including loss
of customers, affect our ability to secure new customer relationships, and otherwise impede our growth initiatives. It is
difficult to predict how our sustainability efforts, which may increase costs, will be evaluated by current and prospective
investors or by our customers or business partners. Our industry may be generally disfavored by the investing community
at large despite our sustainability efforts.
Our business is increasingly dependent on the internet for attracting and securing customers. The possibility that fraudulent
behavior may confuse or deceive customers, including through the misuse of generative AI, which can produce inaccurate,
biased, or misleading content, heightens the risk of reputational harm and could increase the time and expense required to
protect and maintain the integrity of our brands. With the increased use of social media outlets, adverse publicity, even
when based upon incorrect information or false statements, can be disseminated quickly and broadly, making it
increasingly difficult for us to effectively respond. Damage to our reputation and loss of brand equity could reduce demand
for our services and, thus, have an adverse effect on our business, results of operations, financial condition, and the market
price of our stock, as well as require additional resources to rebuild our reputation and restore the value of our brands.
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Our corporate reputation and business depend on a variety of intellectual property rights, and 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.
We have registered or are pursuing registration of various marks and designs as trademarks in the United States. We have
also registered or are pursuing registration in certain other countries for some trademarks. At times, competitors may adopt
service or trade names, 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 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, invalidated,
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.
VauxTM technologies may not achieve market acceptance or generate adequate returns.
We have invested and expect to continue to invest significant resources in our suite of VauxTM technology offerings. These
investments, including the following, may not be recovered if the technologies do not perform as intended, fail to gain
traction in the logistics industry, or require ongoing investment at levels exceeding our expectations.
•
Vaux Freight Movement SystemTM, which transforms the way that freight is loaded, unloaded and transferred
through the use of proprietary hardware, depends on successfully delivering operational reliability and
compatibility with customer facilities.
•
Vaux Smart AutonomyTM, which includes combining autonomous mobile robot forklifts and reach trucks with
fleet-management software and remote-teleoperation capabilities, must operate safely and consistently in
complex, high-throughput logistics environments.
•
Vaux VisionTM, a 3D perception technology that transforms forklifts and reach trucks into mobile freight
dimensioners, depends on accurate perception and data processing across varied warehouse conditions.
Even if these technologies are successfully developed, we may face challenges scaling production, integrating with
customer operations, meeting regulatory requirements, and demonstrating sufficient operational or economic benefits to
drive demand. Customer adoption may be slower than expected due to operational disruption concerns, competing
priorities, or alternative technologies. Each of these Vaux initiatives involves substantial development and
commercialization risks, and there is no assurance that they will achieve technical success, customer adoption, or financial
returns. As a result, we may not recover the significant investments we have made and expect to continue making in these
technologies, which could adversely affect our financial condition and long-term strategy.
Ineffective internal controls could negatively impact our business, results of operations, and reputation.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal
controls over financial reporting, even if effective, only provide reasonable, not absolute, assurance with respect to the
preparation and fair presentation of financial statements and may not prevent or detect misstatements because of their
inherent limitations, including the possibility of human error, failure or interruption of information technology systems,
the circumvention or overriding of controls, or fraud. If we are unable to establish adequate internal controls or if our
internal controls do not consistently operate as designed, our business, operating results, and reputation could be harmed,
and we could fail to meet our financial reporting and other obligations.
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Risks Related to Our Industry
Disruptions in domestic or global manufacturing activity, supply chains, and related changes in producer and
consumer spending could materially reduce our freight volumes and adversely affect our business.
Our operations depend on the steady production, movement, and consumption of goods. Widespread or prolonged
disruptions—such as factory shutdowns, production slowdowns, shortages of raw materials or components, transportation
bottlenecks, labor constraints, or changes in trade policy—can significantly reduce the volume of freight available to
transport and alter producer and consumer spending patterns. These conditions may depress demand for transportation
services, create volatility in shipping activity, and limit our ability to efficiently serve customers.
As a result of these types of events, we have experienced in the past and may experience in the future an inability to timely
or cost-effectively obtain tractors, trailers, and other equipment necessary for our business. The extent, duration, and
severity of such disruptions are unpredictable and largely outside our control. Any sustained reduction in freight volumes,
delays in equipment availability, or shifts in shipping patterns resulting from these factors could negatively impact our
revenue, operating performance, and overall ability to meet customer needs.
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.
We face significant competition in local, regional, national, and, to a lesser extent, international markets. We compete with
union and nonunion LTL carriers of varying sizes 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.
Numerous factors could adversely impact our ability to compete effectively in the transportation and logistics industry,
retain our existing customers, or attract new customers. The competitive factors material to our business are the following:
•
Our Asset-Based segment competes primarily with nonunion motor carriers who generally have a lower fringe
benefit cost structure than union carriers for freight-handling and driving personnel and have greater operating
flexibility as they are subject to less-stringent labor work rules.
•
Some of our competitors periodically reduce their prices to gain business, especially during times of reduced
growth rates in the economy, which limits our ability to maintain or increase prices. If customers select
transportation service providers based on price alone rather than the total value offered, we may be unable to
maintain our operating margins or to maintain or grow tonnage levels.
•
Enhanced visibility of capacity options in the marketplace is increasing, and customers may seek bids from
multiple carriers for their shipping needs, which may generally depress prices or result in the loss of some business
to our competitors.
•
In an excess capacity market, we may be unable to maintain the higher market-driven prices we obtained for our
services in the tighter capacity environment, especially if there is a prolonged recessionary period in the freight
environment as we have experienced in recent years. Alternatively, as market capacity tightens, customer demand
may exceed available carrier capacity in the industry.
•
Customers may reduce the number of carriers they use by selecting “core carriers” as approved transportation
service providers, and in some instances, we may not be selected.
•
Customers are increasingly focused on environmental concerns, including emissions, and may select
transportation providers that are able to reduce emissions more readily or effectively through improvements to
existing and emerging technologies, the adoption of alternative fuels, or carbon offsetting mechanisms.
•
Shippers may choose to build their own logistics capabilities, reducing or eliminating need for such services from
our Asset-Based segment.
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 related operating expenses, could adversely affect our results of operations and cash flows.
In recent years, original equipment manufacturers (“OEMs”) have significantly raised the prices of equipment, including
new revenue equipment, due to supply chain disruptions and other challenges beyond our control, including, but not limited
to geopolitical conflicts; 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 as described in “Environmental and Other Government Regulations” within
Part I, Item 1 (Business) of this Annual Report on Form 10-K. State-mandated emission-control requirements are likely to
continue to impact the design of and cost of equipment and increase fuel costs for entire fleets that operate in interstate
commerce. Increased prices of new equipment could lead to higher depreciation and rental expenses than anticipated. Our
third-party capacity providers, including owner-operators for portions of our Asset-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.
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 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. 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, leading to lower
supply of tractors and trailers, higher prices and lengthened trade cycles. We have in the past and may again 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.
Fuel shortages, changes in fuel prices, or the inability to collect fuel surcharges, could have a material adverse effect
on our business, results of operations, financial condition, and cash flows.
The transportation industry is dependent upon the availability of adequate fuel supplies. Fuel represents a significant
operating expense for us, and we do not have any long-term fuel purchase contracts or hedging arrangements to protect
against fuel price increases. The supply and price of fuel fluctuates greatly due to factors beyond our control, such as
global supply and demand for crude oil and diesel, political events, legislation and regulation, military conflicts, price and
supply decisions by oil producing countries and cartels, terrorist activities, and natural or man-made disasters. A disruption
in our fuel supply or significant increases in fuel prices that are not offset by base freight rate increases or fuel surcharges
could have a material adverse impact on our results of operations.
We also pay independent contractor drivers a fuel surcharge that increases with the increase in fuel prices in our
Asset‑Light segment. 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 our results of operations.
Our Asset-Based segment and certain operations of our Asset-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 and, consequently, our revenues, and the revenue decline may be disproportionate
to the corresponding decline in our fuel costs.
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Risks Related to Employees and Benefits
Difficulty attracting, retaining, and upskilling employees, or ABF Freight’s inability to reach agreement on future
collective bargaining agreements, could result in labor inefficiencies, disruptions, stoppages, or delayed growth.
In certain markets, we continue to experience challenges with hiring an adequate number of qualified drivers and
freight-handlers. The available pool of drivers is expected to continue to decline as retirements accelerate in the current
driver workforce and recruitment and retention may be further impacted by government regulations or legislative actions,
such as the recent English proficiency and domicile mandates. The expansion of flexible work options in recent years has
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 encounter difficulty in attracting and retaining employees, including qualified drivers, freight-handlers, and
professional personnel, we could incur higher recruiting expenses or a loss of business, and our profitability and ability to
grow could be adversely affected. If AI and other technological innovations accelerate the need for upskilling of employees
or increase the resources necessary to carry out such training, we could incur higher training-related costs, and our
profitability and ability to grow could be negatively impacted.
A significant portion of the employees in our Asset-Based segment are covered under the collective bargaining agreement
between ABF Freight and the IBT. 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 we will be able to agree on acceptable terms for the next contract period
or, if agreed upon, that those terms will be favorable to us in future collective bargaining agreements, which may result in
higher labor costs, insufficient operational flexibility, a work stoppage, the loss of customers, or other events that could
have a material adverse effect on our business. 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.
We could be obligated to make additional significant contributions to multiemployer pension plans.
ABF Freight contributes to multiemployer pension and health and welfare plans to provide benefits for its contractual
employees. These multiemployer plans, established pursuant to the Taft-Hartley Act, are jointly trusteed and cover
collectively bargained employees of multiple unrelated employers. Due to the inherent nature of multiemployer pension
plans, there are risks associated with participation in these plans that differ from single-employer plans. Assets received
by the plans are not segregated by employer, and contributions made by one employer can be and are used to provide
benefits to current and former employees of other employers. If a participating employer in a multiemployer pension plan
no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating
employers. If a participating employer in a multiemployer pension plan completely withdraws from the plan, it owes to
the plan its proportionate share of the plan’s unfunded vested benefits, referred to as withdrawal liability. A complete
withdrawal generally occurs when the employer permanently ceases to have an obligation to contribute to the plan.
Withdrawal liability is also owed in the event the employer withdraws from a plan in connection with a mass withdrawal,
which generally occurs when all or substantially all employers withdraw from the plan in a relatively short period of time
pursuant to an agreement. Were ABF Freight to completely withdraw from certain multiemployer pension plans, whether
in connection with a mass withdrawal or otherwise, under current law, we would have material liabilities for our share of
the unfunded vested liabilities of each such plan.
The multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s
obligations to these plans are generally specified in the 2023 ABF NMFA and other related supplemental agreements, as
further discussed in Note I to our consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K. These pension plans provide the best retirement benefits in the industry. However, when compared to
competitors, ABF Freight pays some of the highest benefit contribution rates in the industry and continues to address the
effect of the Asset-Based segment’s wage and benefit cost structure on its operating results in discussions with the IBT.
Through the term of its current collective bargaining agreement, ABF Freight’s multiemployer pension obligations
generally will be satisfied by making the specified contributions when due. Future contribution rates will be determined
through the negotiation process for contract periods following the term of the current collective bargaining agreement.
Certain legislative actions that became effective in recent years include provisions to improve funding for multiemployer
pension plans, as further discussed in Note I to our consolidated financial statements included in Part II, Item 8 of this
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Annual Report on Form 10-K. However, despite such legislative actions, we may still trigger withdrawal liability through,
among other things, mergers and other fundamental corporate transactions and as a result of operational changes, site
closures and job losses. We continue to monitor the impact of legislative actions on the funding status of the multiemployer
pension plans to which ABF Freight contributes; however, we cannot determine with any certainty the minimum
contributions that will be required under future collective bargaining agreements or the impact they will have on our results
of operations and financial condition.
Risks Related to Third Parties
We depend on services provided by third parties and could be adversely impacted by increased costs or disruption
of these services, and claims arising from these services.
A reduction in the availability of rail services or services provided by third-party capacity providers to meet customer
requirements; higher prices, including fuel surcharges; as well as higher utilization of third-party agents to maintain service
levels in periods of tonnage growth or higher shipment levels, could increase purchased transportation costs which we may
be unable to pass along to our customers. If a disruption or reduction in transportation services from our rail or other
third-party service providers were to occur, we could be faced with business interruptions that could cause us to fail to
meet the needs of our customers and result in loss of business or customer loyalty. In addition, third-party providers can
be expected to increase their prices based on market conditions or to cover increases in their operating expenses. If we are
unable to increase the prices we charge to our customers in response, or if we are unable to secure sufficient third-party
services to expand our capacity, add additional routes, or meet our commitments to our customers, there could be a material
adverse impact on our operations, revenues, profitability and customer relationships.
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-operators and drivers of
contracted carriers for our Asset-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, the electronic
logging device (“ELD”) mandate, and recent federal executive orders relating to English language proficiency, commercial
driver licenses, and domicile requirements; 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 Asset-Light
segment.
In addition, we may be subject to claims arising from services provided by third parties, particularly in connection with
the operations of our Asset-Light segment, which are dependent on third-party contract carriers. From time to time, the
drivers who are 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, which may result in claims asserted against us. 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 or through settlements, even in 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.
Our engagement of independent contractor drivers to provide a portion of the capacity for our Asset-Light segment
exposes us to different risks than we face with our employee drivers, which could have an adverse effect on our
business.
The driver fleet for portions of our Asset-Light segment is made up of independent owner-operators and individuals. We
face intense competition in attracting and retaining qualified owner-operators from the available pool of drivers and fleets,
and we may be required to increase owner-operator compensation or take other measures to remain an attractive option
for owner-operators. 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-operator compensation, our services may be less competitive.
Furthermore, as independent owner-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 or
result in increased expenses to do so.
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If the independent contractors with which we contract 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.
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, 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.
Risks Related to Legal and Regulatory Matters
We are subject to litigation risks, and at times may need to initiate litigation, which could result in significant costs
and have other material adverse effects on our business, results of operations, and financial condition.
The nature of our business, including both our Asset-Based and Asset-Light segments, exposes us to the potential for
various claims and litigation, including class-action litigation and other legal proceedings brought by customers, suppliers,
employees, or other parties, related to labor and employment, including wage and hour claims; competitive matters;
personal injury; property damage; cargo claims; safety and contract compliance; environmental liability; and other matters,
such as the matters, if any, described in Item 3 (Legal Proceedings) included in Part I of, or otherwise disclosed in, this
Annual Report on Form 10-K. We are subject to risk and uncertainties related to liabilities, including damages, fines,
penalties, and substantial legal and related costs, that may result from claims and litigation arising from either segment of
our business.
We could be held liable for personal injury, property damage, and cargo claims arising not only in connection with the
trucks we operate, but also from trucks that are operated by contracted owner-operators and brokered third-party carriers.
Courts across the United States have reached differing conclusions regarding whether federal law preempts state-law
negligent selection of motor carrier claims asserted against freight brokers. The U.S. Supreme Court is reviewing this issue
in Montgomery v Caribe Transport II, LLC with a hearing date set for March 2026. The outcome of this case, as well as
future judicial or regulatory developments, could expand the circumstances under which freight brokers may be subject to
state-law negligent selection or similar claims. The elimination or limitation of federal preemption could increase our
litigation exposure, lead to higher insurance premiums or make obtaining adequate insurance coverage more difficult, and
result in additional compliance and operational burdens related to carrier selection and monitoring.
Some or all of our expenditures to defend or settle claims and litigation may not be covered by insurance or could impact
our cost of, and ability to obtain, insurance in the future. 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 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.
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.
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.
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. Such regulations could also influence the demand for
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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 potentially harming our reputation and brands.
Failures by us, or our contracted owner-operators and third-party carriers, to comply with the various applicable federal
safety laws and regulations, or downgrades in our safety rating, among other things, could cause us to lose customers and
our 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.
Our Asset-Light segment utilizes third-party service providers who are subject to similar regulatory requirements. We
could be materially adversely affected if the operations of these providers are impacted by regulatory actions to the extent
that a shortage of quality third-party service providers occurs. 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.
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 daily. In recent years, governments and
consumer groups have called 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 adversely impact our
reputation, operating results and financial condition. The uncertainty of the interpretation and enforcement of these laws,
and their increasing scope and complexity, create regulatory risks that will likely increase over time. Additionally, if third
parties or others violate obligations and restrictions with respect to data privacy and security, such violations may also put
our customers’ or employees’ information at risk and could in turn have a material adverse effect on our business.
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.
Our Asset-Based facilities are subject to federal, state and local environmental laws and regulations relating to, among
other areas: underground and aboveground storage tanks for fuel and oil storage, 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 litigation if we fail to obtain proper certifications or permits or if we do not comply with required
environmental inspections, testing provisions, and consent decrees. 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.
We routinely transport or arrange for the transportation of hazardous materials and explosives, which involves risks such
as leakage, environmental damage, a spill or accident involving hazardous substances, and hazardous waste disposal, as
well as costs associated with the environmental clean-up of fuel spillage from our vehicles. We may also be subject to
claims from third parties and bear liability for any damage or injury that occurs as a result of these operations.
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.
Concern over climate change has led to increased legislative and regulatory efforts to limit carbon and other GHG
emissions in certain states and additional 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 and may require changes in our operating practices, impair
equipment productivity, or require additional reporting disclosures. Compliance with such laws and regulations 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
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regarding environmental monitoring and reporting disclosure requirements, including those 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,
which could result in increased costs, related to shareholder proposals, customer-led initiatives, or our customers’ efforts
to comply with environmental programs. Although we cannot predict the effect of future regulation or customer
requirements, our compliance with such requirements could have an adverse impact on our cost structure, business, or
results of operations.
Risks Related to Financial Considerations
We are subject to interest rate risk and certain covenants under our financing arrangements. A default under these
financing arrangements or changes in regulations could impact the availability of funds or our borrowing costs.
We are affected by the instability in the financial and credit markets, which from time to time has created volatility in
various interest rates and returns on invested assets. We are subject to market risk due to variable interest rates on
borrowings on our accounts receivable securitization program (“A/R Securitization”) and the revolving credit facility
(“Credit Facility”) under our Fifth Amended and Restated Credit Agreement (the “Credit Agreement”). Changes in interest
rates may increase our financing costs related to future borrowings under our Credit Facility, future borrowings against
our A/R Securitization, new notes payable or finance lease arrangements, or additional sources of financing. Interest rates
are highly sensitive to many factors, including inflation, governmental monetary 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 G 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.
Our Credit Agreement and A/R Securitization contain customary financial and other restrictive covenants. 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. 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, any borrowings under such facilities could be immediately declared
due and payable. An event of default under either of these facilities could constitute automatic default on the other facility
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 lender of the A/R Securitization could proceed against the
collateral by which that 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.
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.
Our business requires significant capital expenditures, which we finance through various sources, including cash flows
from operations, borrowings under our Credit Facility and A/R Securitization, 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 be forced to 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.
29
Claims expenses, the cost of maintaining our insurance, or the loss of our ability to self-insure could have a material
adverse effect on our results of operations and financial condition.
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, or 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, when covered by
insurance policies, which are subject to self-insured retentions and coverage limits, may exceed the amount of insurance
coverage or our established reserves. Trends of higher third-party casualty claims exposure in recent years have increased,
and may continue to increase, our claims costs. If the frequency and/or severity of claims increase, as experienced in recent
years, our operating results could be adversely affected. The timing of the incurrence of these costs could significantly and
adversely impact our operating results.
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 obtaining adequate levels of insurance coverage could be difficult.
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
trucking/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, many 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, 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 and the cost to obtain adequate insurance
coverage for our business. If our insurance or claims expense increases, or if we decide to increase our insurance coverage
in the future, and we are unable to offset any increase in expense with higher revenues, our earnings could be adversely
affected. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage.
If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on
our results of operations and financial condition.
We have programs in place with multiple surety companies for the issuance of unsecured surety bonds in support of our
self-insurance program for workers’ compensation and third-party casualty liability. Estimates made by the states and the
surety companies of our future exposure for our self-insurance liabilities could influence the amount and cost of additional
letters of credit and surety bonds required to support our self-insurance program, and we may be required to maintain
secured surety bonds in the future, which could increase the amount of our cash equivalents and short-term investments
restricted for use and unavailable for operational or capital requirements.
Impairment of our long-lived assets and our goodwill and intangible assets could adversely affect our financial
condition and results of operations.
Long-lived assets, including operating right-of-use assets, are reviewed for impairment whenever events or changes in
circumstances indicate the carrying value of an asset may not be recoverable. Determination that certain long-lived assets
are no longer needed for the strategic growth of our business may result in impairment charges. See Note C to our
consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion of
our impairment charges.
Our goodwill and indefinite-lived intangible asset, which are subject to annual impairment evaluations, are associated with
acquisitions in the Asset-Light segment. Our annual impairment evaluations for goodwill produced no indication of
impairment of the recorded balances in recent years. Our annual impairment evaluation of our indefinite-lived intangible
asset resulted in an impairment charge to write down the carrying value of our Panther trade name to the indicated fair
30
value (see Notes C and D to our consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K). There can be no assurance that an impairment of our goodwill or further impairment of our indefinite-lived
intangible asset will not occur in the future.
Given the uncertainties regarding the economic environment, there can be no assurance that our estimates and assumptions
made for purposes of impairment evaluations and accounting estimates will prove to be accurate. Significant declines in
business levels or other changes in cash flow assumptions, or other factors that negatively impact the fair value of the
operations of our reporting units, could result in impairment and noncash write-off of a significant portion of our long‑lived
assets, goodwill, and intangible assets.
Risks Related to Other External Conditions
We, or the third parties who provide services for us, may be adversely affected by external events for which our
business continuity plans may not adequately prepare us.
External events, including, but not limited to, the occurrence of natural disasters, public health crises, geopolitical conflicts,
acts of terrorism or war, cybersecurity incidents, and trade restrictions could significantly impact our ability to conduct
business. Although we have business continuity plans in place, there is no guarantee that our plans have adequately
addressed every possible risk and can be successfully or timely implemented. We may incur substantial expenses with the
implementation of our business continuity plans, and there is no guarantee that our business, financial condition, and
results of operations will not be materially impacted. Many of the other risks discussed in this Risk Factors section may
be heightened by such events, including those impacted by U.S. and global economic outlook.
We are subject to general economic factors and instability in financial and credit markets that are largely beyond
our control.
Our business is cyclical in nature and tends to reflect general economic conditions, which can be impacted by government
actions, including changes in tax laws, suspension of government operations, imposition of trade tariffs, or volatility in
U.S. trade policy. The imposition of baseline tariffs on product imports from almost all countries and individualized higher
tariffs on certain countries and products, along with frequent changes in tariff policy, have caused uncertainty and volatility
in financial markets. Our performance is affected by recessionary economic cycles, inflation, labor and supply shortages,
and downturns in customers’ business cycles and changes in their business practices. Our tonnage and shipment levels are
directly affected by industrial production and manufacturing, distribution, residential and commercial construction, and
consumer spending, in each case primarily in the North 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. 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 trading activity.
International security concerns, geopolitical tensions, and potential actions or retaliatory measures taken in respect thereof,
could continue to have a material adverse effect on trade activity.
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 affect 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 our services may also be negatively impacted when economic conditions lead to a decrease in
shipping demand, which, in turn, results in excess equipment capacity in the industry. In certain market conditions, we
may have to accept more freight from freight brokers, where freight rates are typically lower, or we may be forced to incur
more non-revenue miles to obtain loads. Conversely, during times of higher shipping demand, tight market capacity may
negatively impact the service levels we are able to provide to our customers.
Economic conditions could adversely affect our customers’ business levels, the amount of transportation services they
require, and their ability to pay for our services, which could negatively impact our working capital and our ability to
satisfy our financial obligations and covenants of our financing arrangements. Customers encountering adverse economic
conditions or facing credit issues could experience cash flow difficulties, increasing the potential for payment delays or
31
uncollectible accounts receivable. As a result, we may be required to increase our allowances for uncollectible accounts
receivable. Our obligation to pay third-party service providers is not contingent upon payment from our customers, and
we extend unsecured credit to these customers, which increases our exposure to uncollectible receivables.
Our business and results of operations could be impacted by seasonal fluctuations, adverse weather conditions,
natural disasters, and climate change.
Our operations are, and may in the future be, impacted by seasonal fluctuations and, at times, inclement weather conditions
that affect employee working conditions, tonnage and shipment levels, demand for our services, and operating costs, which
in turn may impact our revenues and operating results, as further described in “Seasonality” within Part I, Item 1 (Business)
of this Annual Report on Form 10-K. Severe weather events, including those influenced by climate change, and natural
disasters could disrupt our operations or the operations of our customers or third-party service providers, damage existing
infrastructure, destroy our assets, affect regional economies, or disrupt fuel supplies or increase fuel costs, any of which
could adversely affect our business levels and operating results.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.
CYBERSECURITY
Risk Management and Strategy
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 identifying, assessing, and managing material risks from cybersecurity threats have been integrated into our
overall risk management system and processes through a layered governance structure.
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. For each top risk, metrics that indicate how the risk is trending are monitored as part of the ERM process.
Cybersecurity is considered an inherent top risk by the Company.
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.
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 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”).
As described in Part I, Item 1A (Risk Factors) of this Annual Report on Form 10-K, 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
32
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 artificial intelligence, 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 years ended December 31, 2025, 2024, or 2023.
Governance
Our Audit Committee, with delegated authority from our Board of Directors, has primary oversight of cybersecurity risks.
Our CTO and Director, 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 almost 40 years of IT experience and an undergraduate degree in Computer and Information Science, has
served in his current role for more than five years and previously served as our director of infrastructure management for
12 years. Our CTO reports directly to the Company’s Chief Innovation Officer who reports directly to the Company’s
President and Chief Executive Officer. Our Director, Information Security, who reports to our CTO, has over 30 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.
We have established several management-level committees to support our cybersecurity risk management and incident
response efforts.
•
The Information Security Committee is a forum of cross-functional members of management that provides
strategic oversight, evaluates emerging risks and regulations, and ensures alignment of cybersecurity initiatives
with company goals.
•
The Risk Management Committee monitors enterprise-wide risk, reviewing programs and processes related to
information security, third-party risks, vendor management, business disruption, business continuity, and disaster
recovery, while identifying potential gaps and regulatory impacts.
•
The Cybersecurity Incident Response Team coordinates communication and the necessary personnel required to
successfully respond in the event of a suspected cybersecurity incident.
•
The Cybersecurity Incident Reporting Committee assesses the materiality of cybersecurity incidents from a
Securities and Exchange Commission reporting standpoint and informs the Audit Committee of incidents when
necessary.
The CTO provides a quarterly cybersecurity risk update and presents an annual cybersecurity review to our Board of
Directors. 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. If an
employee fails a certain number of phishing exercises, the employee is required to complete phishing training
acknowledgment, and their manager is required to meet with them to discuss the results of the training.
33
ITEM 2.
PROPERTIES
The Company owns its corporate headquarters campus and leases its innovation facility, both located in Fort Smith,
Arkansas. Management believes that its principal properties—including the corporate headquarters, the innovation facility,
and the facilities supporting its Asset‑Based and Asset‑Light segments described below—are suitable and adequate for
current operational needs.
Asset-Based Segment
The Company owns or leases facilities that support its Asset-Based segment, including its owned Asset-Based
headquarters campus in Fort Smith, Arkansas, as well as 229 service centers and 10 distribution centers located throughout
the United States, Puerto Rico and Canada. As of December 31, 2025, the service centers and distribution centers
collectively had over 9,600 doors. The Company owns 109 service centers and 9 distribution centers, with the remaining
facilities leased. The locations of the Asset-Based distribution centers are as follows:
No. of Doors
Owned:
South Chicago, Illinois
340
Carlisle, Pennsylvania
333
Dayton, Ohio
330
Kansas City, Missouri
252
Atlanta, Georgia
226
North Little Rock, Arkansas
196
Dallas, Texas
196
Winston-Salem, North Carolina
150
Albuquerque, New Mexico
85
Leased from nonaffiliate:
Salt Lake City, Utah
89
Asset-Light Segment
The principal offices of the Asset-Light Segment are located at the Company’s corporate headquarters campus in Fort
Smith, Arkansas. The Company also owns or leases additional office space for this segment, including the owned Panther
building in Medina, Ohio; leased MoLo offices in Chicago, Illinois; and leased offices in Fayetteville, Arkansas.
ITEM 3.
LEGAL PROCEEDINGS
A number of legal actions are pending, most of which arise in the ordinary course of business. The Company maintains
liability insurance for certain risks associated with its operations, subject to self‑insured retention limits. The Company
has recorded accruals for certain legal, environmental, and self‑insurance matters. Based on information currently
available, management does not expect these matters, individually or in the aggregate, to have a material adverse effect on
the Company’s financial condition, results of operations, or cash flows. Additional information regarding legal matters
and other events is included in Note N to the consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10‑K.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
34
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information, Dividends and Holders
The common stock of ArcBest Corporation trades on the Nasdaq Global Select Market under the symbol “ARCB.” As of
February 20, 2026, there were 22,295,803 shares of the Company’s common stock outstanding, which were held by
160 stockholders of record. A substantially greater number of holders of ArcBest Corporation common stock are “street
name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
On January 27, 2026, the board of directors of the Company (the “Board of Directors”) declared a quarterly dividend of
$0.12 per share to stockholders of record as of February 10, 2026. The Company expects to continue to pay quarterly
dividends in the foreseeable future. However, any future dividends will be at the discretion of the Board of Directors and
will depend on our future earnings, capital requirements, financial condition and other relevant factors, including the
contractual restrictions on dividend payments under the Company’s Fifth Amended and Restated Credit Agreement.
Issuer Purchases of Equity Securities
The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions.
The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. The Board of
Directors has authorized extensions of the common stock repurchase program since it was first authorized in 2003. Most
recently, in September 2025, the Board of Directors reauthorized the program and increased the total amount available for
purchases of the Company’s common stock under the program to $125.0 million.
During 2025, the Company purchased 1,025,524 shares of its common stock for an aggregate cost of $75.6 million,
including excise taxes. During the three months ended December 31, 2025, the Company purchased 247,616 shares,
leaving $104.7 million remaining under the Company’s share repurchase program at December 31, 2025.
(c)
(d)
Total Number of
Maximum
(a)
(b)
Shares Purchased
Approximate Dollar
Total Number
Average
as Part of Publicly
Value of Shares that
of Shares
Price Paid
Announced
May Yet Be Purchased
Period
Purchased Per Share(1) Plans or Programs Under the Plans or Programs
(in thousands, except share and per share data)
10/1/2025-10/31/2025
80,916 $
72.90
80,916 $
116,251
11/1/2025-11/30/2025
84,091
65.27
84,091 $
110,762
12/1/2025-12/31/2025
82,609
73.23
82,609 $
104,713
Total
247,616 $
70.42
247,616
(1)
Represents the weighted average price paid per common share including commission.
ITEM 6.
[RESERVED]
35
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ArcBest Corporation™ (together with its subsidiaries, the “Company,” “ArcBest®,” “we,” “us,” and “our”) is a
multibillion‑dollar integrated logistics company that leverages technology and a full suite of solutions across multiple
modes of transportation to meet our customers’ supply chain needs. Our operations are conducted through two reportable
operating segments:
•
Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”); and
•
Asset-Light, which includes MoLo Solutions, LLC (“MoLo”), Panther Premium Logistics® (“Panther”), and
certain other subsidiaries.
For more information, see additional segment descriptions in Part I, Item 1 (Business) and in Note M to our consolidated
financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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. Unless otherwise indicated, all amounts in this Annual
Report on Form 10-K refer to continuing operations, including comparisons to the prior year.
ORGANIZATION OF INFORMATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist
readers in understanding our financial performance during the periods presented and significant trends which may impact
our future performance, including the principal factors affecting our results of operations, liquidity and capital resources,
and critical accounting policies. 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:
•
Results of Operations includes:
•
an overview of consolidated results with 2025 compared to 2024, and a consolidated Adjusted Earnings
Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) reconciliation to net income;
•
a financial summary and analysis of our Asset-Based segment results of 2025 compared to 2024, including
a discussion of key actions and events that impacted the results;
•
a financial summary and analysis of our Asset-Light segment results for 2025 compared to 2024, including
a discussion of key actions and events that impacted the results; and
•
a discussion of other matters impacting operating results, including effects of inflation, current economic
conditions, environmental and legal matters, and information technology and cybersecurity.
•
Liquidity and Capital Resources provides an analysis of key elements of the cash flow statements, borrowing
capacity, and contractual cash obligations, including a discussion of financing arrangements and financial
commitments.
•
Income Taxes provides an analysis of the effective tax rates and deferred tax balances, including deferred tax
asset valuation allowances.
•
Critical Accounting Policies and Estimates discusses those accounting policies that are important to
understanding certain material judgments and assumptions incorporated in the reported financial results.
•
Recent Accounting Pronouncements discusses accounting standards that are not yet effective for our financial
statements but may have a material effect on our future results of operations or financial condition.
36
RESULTS OF OPERATIONS
This Results of Operations section of MD&A generally discusses 2025 and 2024 items and year-to-year comparisons
between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not
included in this Annual Report on Form 10‑K can be found in the Results of Operations section of MD&A in Part II,
Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Consolidated Results
Year Ended December 31
2025
2024
2023
(in thousands, except per share data)
REVENUES
Asset-Based
$
2,734,871
$
2,750,134
$ 2,871,004
Asset-Light
1,407,436
1,552,936
1,680,645
Other and eliminations
(132,149)
(124,051)
(124,206)
Total consolidated revenues
$
4,010,158
$
4,179,019
$ 4,427,443
OPERATING INCOME (LOSS)
Asset-Based
$
171,995
$
242,603
$
253,152
Asset-Light
(15,261)
58,444
(12,271)
Other and eliminations
(66,425)
(56,613)
(68,262)
Total consolidated operating income
$
90,309
$
244,434
$
172,619
NET INCOME FROM CONTINUING OPERATIONS
$
60,098
$
173,361
$
142,164
INCOME FROM DISCONTINUED OPERATIONS, net of tax(1)
—
600
53,269
NET INCOME
$
60,098
$
173,961
$
195,433
DILUTED EARNINGS PER COMMON SHARE(2)
Continuing operations
$
2.62
$
7.28
$
5.77
Discontinued operations(1)
—
0.03
2.16
Total diluted earnings per common share
$
2.62
$
7.30
$
7.93
(1)
Discontinued operations represents the FleetNet segment, which sold on February 28, 2023, as previously discussed. The year
ended December 31, 2024 represents adjustments related to the prior year gain on sale of FleetNet.
(2)
Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing
operations and discontinued operations due to rounding.
Our consolidated revenues, which totaled $4.0 billion for 2025, decreased 4.0% compared to 2024. The revenue decline
is primarily attributable to lower market rates and shipment levels for our Asset-Light shipping and logistics services in a
soft market environment, which resulted in a decrease in Asset-Light revenues of 9.4%. Lower revenue per shipment,
partially offset by higher shipment levels in our Asset-Based segment, resulted in a 0.6% decrease in Asset-Based revenues
and contributed to the year-over-year decrease in consolidated revenues for 2025. The elimination of intersegment
revenues reported within the “Other and eliminations” line of consolidated revenues increased 6.7% for 2025, compared
to 2024, reflecting year-over-year changes in intersegment business levels among our operating segments.
Our Asset-Based billed revenue per hundredweight, including fuel surcharges, decreased 1.3% for 2025, compared to
2024. The decrease was driven by a shift in freight profile, including fewer shipments from existing customers in the
manufacturing sector and the decrease in the fuel surcharge revenue associated with lower fuel prices. Tonnage per day
increased 1.2% for 2025, compared to the prior year, supported by higher daily shipment volumes, despite a softer market
environment driven in part by continued weakness in the manufacturing sector.
The decrease in revenues of our Asset-Light segment for 2025, compared to 2024, was impacted by a 7.4% decline in
revenue per shipment associated with soft market conditions and changes in business mix, including a higher mix of
managed transportation business, as well as a 1.8% decrease in shipments per day. Our Asset-Light segment generated
approximately 34% and 36% of total revenues before other revenues and intercompany eliminations for 2025 and 2024,
respectively.
37
Consolidated operating income decreased $154.1 million year-over-year to an operating income of $90.3 million in 2025,
reflecting the revenue decline, increases in Asset-Based segment salaries, wages and benefits; and the reduction in the
contingent earnout consideration accrual during 2024, offset by lower purchased transportation costs and lower employee
costs in the Asset-Light segment. Segment operating expenses are further described in the Asset-Based Segment Results
and Asset-Light Segment Results sections of Results of Operations. In addition to the results of our operating segments,
the year-over-year comparison of consolidated operating income was also impacted by items described in the following
paragraphs.
Innovative technology costs impacted consolidated segment results during 2025 and 2024, including costs associated with
our Vaux suite – Vaux Freight Movement System™, Vaux Smart Autonomy™, and Vaux Vision™. Certain costs related
to Vaux and other initiatives to optimize performance through technological innovation are reported in the “Other and
eliminations” line of consolidated operating income. These combined costs decreased consolidated results by $29.1 million
(pre-tax), or $22.2 million (after-tax) and $0.97 per diluted share, for 2025, compared to $34.1 million (pre-tax), or
$26.1 million (after-tax) and $1.10 per diluted share, for 2024.
The liability for contingent earnout consideration recorded for the MoLo® acquisition was remeasured at each quarterly
reporting date, and any change in fair value as a result of the recurring assessments was recognized in operating income.
Consolidated operating results increased by $2.7 million (pre-tax), or $2.0 million (after-tax) and $0.09 per diluted share
for 2025 and by $90.3 million (pre-tax), or $67.9 million (after-tax) and $2.85 per diluted share for 2024, in each case due
to quarterly remeasurements, which resulted in a lower liability of the contingent earnout consideration. During 2025, the
liability was reduced to zero as the earnout calculation did not meet the threshold for an earnout payment based on adjusted
earnings before interest, taxes, depreciation and amortization, for 2025. Remeasurement calculations related to the prior
year contingent earnout consideration are further discussed in Note C to our consolidated financial statements included in
Part II, Item 8 of this Annual Report on Form 10-K.
The Company recognized noncash asset impairment charges during fourth quarter 2025 related to the indefinite-lived
Panther trade name within the Asset-Light segment and the write-off of certain obsolete assets utilized in our Vaux suite,
which reduced operating results by $12.0 million (pre-tax), or $9.1 million (after-tax) and $0.40 per diluted share for the
year ended December 31, 2025. Asset impairment charges were recognized during fourth quarter 2024 for certain revenue
equipment and software as part of a strategic decision to adjust capacity within Asset-Light’s operations, which reduced
operating results by $1.7 million (pre-tax), or $1.3 million (after-tax) and $0.05 per diluted share, for the year ended
December 31, 2024. Remeasurement of the intangible and long-lived assets, operating right-of-use assets, and leasehold
improvements is further discussed within Note C to our consolidated financial statements included in Part II, Item 8 of this
Annual Report on Form 10-K.
Consolidated operating results benefited from the sale of certain properties, including two former service center locations,
during the third quarter of 2025, which resulted in a net gain of $15.7 million (pre-tax), or $11.8 million (after-tax) and
$0.51 per diluted share, for the year ended December 31, 2025.
During 2024, consolidated net income and earnings per share were impacted by a one-time, noncash impairment charge
of $28.7 million (pre-tax), or $21.6 million (after-tax) and $0.91 per diluted share, to write off our equity investment in
Phantom Auto, a provider of human‑centered remote operation software, which ceased operations during the first quarter
of 2024. The charge was recognized in “Other, net” within “Other income (costs).” The write-off of our equity investment
is further described within Note C to our consolidated financial statements included in Part II, Item 8 of this Annual Report
on Form 10-K.
In addition to the above items, the year-over-year changes in consolidated net income and earnings per share were impacted
by changes in the cash surrender value of variable life insurance policies, tax effects from the vesting of share-based
compensation awards, and other changes in the effective tax rate as described within the Income Taxes section of MD&A
and in Note E to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. A
portion of our variable life insurance policies have investments, through separate accounts, in equity and fixed income
securities and, therefore, are subject to market volatility. Changes in the cash surrender value of life insurance policies,
which are reported below the operating income line in the consolidated statements of operations, increased consolidated
net income by $3.3 million and $0.15 per diluted share in 2025, and $3.3 million and $0.14 per diluted share in 2024. The
vesting of restricted stock units resulted in a tax expense of $1.0 million and $0.04 per diluted share for 2025, compared
to a tax benefit of $11.3 million and $0.47 per diluted share in 2024.
38
Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)
We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However,
management believes that certain non-GAAP performance measures and ratios, such as Adjusted EBITDA, utilized for
internal analysis, provide analysts, investors, and others the same information that we use internally for purposes of
assessing our core operating performance. Accordingly, using these measures improves comparability between current
and prior results and provides important information to our analysis of performance trends because it removes the impact
of items from operating results that, in management’s opinion, do not reflect our core operating performance. Management
uses Adjusted EBITDA as a key performance measure and for business planning. The measure is particularly meaningful
for analysis of our operating performance, because it excludes amortization of acquired intangibles and software of the
Asset-Light segment, changes in the fair value of contingent earnout consideration and our equity investment, asset
impairment charges, and certain legal settlement expenses of the Asset-Light segment, which are significant expenses or
gains resulting from strategic decisions or other factors rather than core daily operations. Our calculation of Adjusted
EBITDA may not be comparable to similarly titled measures of other companies as other companies may calculate
Adjusted EBITDA differently. Non-GAAP financial measures should be viewed in addition to, and not as an alternative
for, our reported results. Adjusted EBITDA should not be construed as a better measurement than operating income, net
income, or earnings per share, as determined under GAAP. The following table presents a reconciliation of Adjusted
EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented.
Year Ended December 31
2025
2024
2023
(in thousands)
Net Income from Continuing Operations
$ 60,098
$ 173,361
$ 142,164
Interest and other related financing costs
12,363
8,980
9,094
Income tax provision
22,997
45,353
44,751
Depreciation and amortization(1)
170,335
149,087
145,349
Amortization of share-based compensation
10,575
11,355
11,385
Change in fair value of contingent consideration(2)
(2,650)
(90,250)
(19,100)
Asset impairment charges(3)
12,037
1,700
30,162
Legal settlement(4)
—
274
9,500
Change in fair value of equity investment(5)
—
28,739
(3,739)
Consolidated Adjusted EBITDA from Continuing Operations
$ 285,755
$ 328,599
$ 369,566
(1)
Includes amortization of intangibles associated with acquired businesses.
(2)
Represents change in fair value of the contingent earnout consideration recorded for the MoLo acquisition, as previously discussed.
(3)
The 2025 period represents noncash asset impairment charges recognized during fourth quarter 2025 related to the indefinite-lived
Panther trade name within the Asset-Light segment and the write-off of certain obsolete assets utilized within the Vaux suite. The
2024 period represents noncash asset impairment charges for certain revenue equipment and software recognized during fourth
quarter 2024 as part of a strategic decision to adjust capacity within Asset-Light’s operations. The 2023 period represents noncash
lease-related impairment charges for a freight handling pilot facility, a service center, and office spaces that were made available
for sublease.
(4)
Represents settlement expenses related to the classification of certain Asset-Light employees under the Fair Labor Standards Act,
which were paid during first quarter 2025.
(5)
Represents a noncash impairment charge to write off our equity investment in Phantom Auto, as previously discussed.
Asset-Based Operations
Asset-Based Segment Overview
The Asset-Based segment consists of ABF Freight, one of North America’s largest less-than-truckload (“LTL”) carriers
and a wholly owned subsidiary of the Company, and certain other subsidiaries. Our customers trust the LTL solutions
ABF Freight has provided for over a century and rely on our unwavering commitment to quality, safety, and customer
service to solve their transportation challenges, including through market disruptions and rapidly changing economic
conditions. We are strategically investing in our Asset-Based operations to utilize technology to drive efficiency and
productivity. We are also committed to our deepening customer relationships to navigate challenges now and in the future.
Our Asset-Based operations are affected by general economic conditions, as well as a number of other competitive factors
that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of this Annual Report on Form
10-K. See Note M to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K
39
for a description of the Asset-Based segment and additional segment information, including revenues, operating expenses,
and operating income for the years ended December 31, 2025, 2024, and 2023.
In addition to the overall customer demand for Asset-Based transportation services, including the impact of economic
factors, key indicators, as outlined below, are used by management to evaluate segment operating performance and
measure the effectiveness of strategic initiatives in the results of our Asset-Based segment. We quantify certain key
indicators using key operating statistics, which are important measures in analyzing segment operating results from period
to period. These statistics are defined within the key indicators below and referred to throughout the discussion of the
results of our Asset-Based segment:
Key indicator
Key operating
statistic
Definition
Volume of
transportation
services through our
network, which
influences operating
leverage
Tonnage per day
(average daily
shipment weight)
Total weight of shipments processed during the period in U.S. tons divided by
the number of workdays in the period.
Shipments per day Total number of shipments moving through the Asset-Based freight network
during the period divided by the number of workdays in the period.
Weight per shipment Total weight of shipments processed during the period in U.S. pounds divided
by the number of shipments during the period.
Average length of
haul (miles)
Weighted average distance in miles between origin and destination service
centers for all shipments (including shipments moved with purchased
transportation) during the period with each shipment weighted based on its
proportionate utilization of linehaul schedules.
Prices obtained for
services, including
fuel surcharges
Billed revenue per
hundredweight,
including fuel
surcharges (yield)
Revenue per 100 pounds of shipment weight, including fuel surcharges,
systematically calculated as shipments are processed in the Asset-Based
freight network. Revenue for undelivered freight is deferred for financial
statement purposes in accordance with our revenue recognition policy. Billed
revenue used for calculating revenue per hundredweight measurements is not
adjusted for the portion of revenue deferred for financial statement purposes.
Billed revenue per
shipment, including
fuel surcharges
Asset-Based freight revenue, including fuel surcharges, divided by the number
of shipments that are processed in the Asset-Based freight network. Revenue
for undelivered freight is deferred for financial statement purposes in
accordance with our revenue recognition policy. Billed revenue used for
calculating revenue per shipment measurements is not adjusted for the portion
of revenue deferred for financial statement purpose.
Ability to manage
cost structure,
primarily salaries,
wages, and benefits
(“labor”)
Operating ratio
The percent of operating expenses to revenue levels.
Productivity metrics
of operations and
labor efficiency
Shipments per dock,
street, and yard
(“DSY”) hour
Total shipments (including shipments handled by purchased transportation
agents) divided by DSY hours. This metric is used to measure labor efficiency
in the segment’s local operations. The shipments per DSY hour metric will
generally increase when more purchased transportation is used; however, the
labor efficiency may be offset by increased purchased transportation expense.
Pounds per mile
Total pounds divided by total miles driven during the period (including
pounds and miles moved with purchased transportation). This metric is used
to measure labor efficiency of linehaul operations, although it is influenced by
other factors including freight density, loading efficiency, average length of
haul, and the degree to which purchased transportation (including rail service)
is used.
Other companies within our industry may present different key performance indicators or operating statistics, or they
may calculate their measures differently; therefore, our key performance indicators or operating statistics may not
40
be comparable to similarly titled measures of other companies. Key performance indicators or operating statistics
should be viewed in addition to, and not as an alternative for, our reported results. Our key performance indicators
or operating statistics should not be construed as better measurements of our results than operating income, operating
cash flow, net income, or earnings per share, as determined under GAAP.
Tonnage
The level of freight tonnage managed by the Asset-Based segment is directly affected by industrial production and
manufacturing; distribution; residential and commercial construction; consumer spending, primarily in the North
American economy; and capacity in the trucking industry. Operating results are affected by economic cycles and
conditions, customers’ business cycles, and changes in customers’ business practices. The Asset-Based segment actively
competes for freight business based primarily on price, service, and capacity availability.
Pricing
The industry pricing environment, another key factor affecting our Asset-Based results, influences the ability to obtain
appropriate margins and implement price adjustments across our customer base. LTL freight is rated under a classification
framework established by the National Motor Freight Traffic Association, Inc. (“NMFTA”). In July 2025, NMFTA
updates accelerated the transition from the previous commodity-based model toward a density-based model that places
greater emphasis on measured density, handling characteristics, stowability, and liability instead of fixed commodity
classes. Changes in the freight class and packaging, along with changes in other freight profile factors, such as average
shipment size; average length of haul; freight density; and customer and geographic mix, can affect the average billed
revenue per hundredweight measure. Light, bulky freight generally results in higher classes and generates higher revenue
per hundredweight while dense freight is usually assigned lower classes. As classification increasingly relies on density,
pricing has become more sensitive to accurate dimensional data and other freight attributes.
Approximately 17% of our Asset-Based business is subject to base LTL tariffs, which are affected by general rate
increases, subject to individually negotiated discounts. Rates on the remaining Asset-Based business, including business
priced in the spot market, are subject to individual pricing arrangements negotiated at various times throughout the year.
Most of the business that is subject to negotiated pricing arrangements is associated with larger customer accounts with
annual pricing arrangements. The remaining business is priced on an individual shipment basis considering shipment
characteristics, network capacity, and current market conditions. Since most pricing is established by account, the
Asset‑Based segment focuses on individual account profitability rather than a single measure of billed revenue per
hundredweight when considering customer account or market evaluations.
We allow shippers without negotiated published rates access to LTL rates through an online portal and application
programming interface (“API”) connectivity, matching shipping needs with ABF Freight’s capacity options through a
dynamic pricing option. The market has been receptive to this dynamic pricing option for transactional LTL shipments,
and this program has been beneficial in optimizing our business levels by improving capacity utilization in the Asset‑Based
network. Our dynamic pricing option allows us to strategically fill excess capacity, including during the current soft market
environment, enabling us to improve utilization of our internal resources and be better positioned for a market rebound of
higher freight demand, as well as provide a more sustainable service offering by reducing “empty miles” (or the number
of miles we move empty or near-empty equipment for repositioning purposes). Although we continually evaluate our
business mix to ensure revenue optimization, any resulting increase in revenues could be offset partially or entirely by the
related increase in expenses needed to service higher shipment volumes.
We also utilize a space-based pricing approach for shipments subject to LTL tariffs to better reflect capacity usage and
freight shipping trends in the industry, including the overall growth and ongoing profile shift to bulkier, yet often lighter,
shipments across the supply chain, the acceleration in e-commerce, and the unique requirements of many shipping and
logistics solutions, such as accommodating for smaller LTL shipments. An increasing percentage of freight is taking up
more space in trailers without a corresponding increase in weight. Traditional LTL pricing is generally weight-based, while
our linehaul costs are generally space-based (i.e., costs are impacted by the volume of space required for each shipment).
Space-based pricing involves the use of freight dimensions (length, width, and height) to determine applicable cubic
minimum charges (“CMC”) that supplement weight-based metrics when appropriate. We believe space-based pricing
better aligns our pricing mechanisms with the metrics which affect our resources and, therefore, our costs to provide
logistics services. The recent move by the NMFTA to density-driven class brackets reflects this shift in LTL pricing
practices from traditional LTL pricing. We seek to provide logistics solutions to our customers’ businesses and the unique
shipment characteristics of their various products and commodities, and we believe that we are particularly experienced
41
in handling freight that is generally considered difficult to handle. CMC is an additional pricing mechanism to better
capture the value we provide in transporting these shipments.
Fuel
The transportation industry is dependent upon the availability of adequate fuel supplies. The Asset-Based segment assesses
a fuel surcharge based on the index of national on-highway average diesel fuel prices published weekly by the U.S.
Department of Energy. Fuel surcharges apply across our Asset-Based network; however, to better align fuel surcharges to
fuel- and energy-related expenses and provide more stability to account profitability as fuel prices change, we may, from
time to time revise our standard fuel surcharge program, which primarily affects noncontractual customers representing a
portion of Asset-Based shipments. While fuel surcharge revenue generally more than offsets the increase in direct diesel
fuel costs when applied, the total impact of energy prices on other nonfuel-related expenses is difficult to ascertain.
Management cannot predict, with reasonable certainty, future fuel price fluctuations, the impact of energy prices on other
cost elements, recoverability of fuel costs through fuel surcharges, and the effect of fuel surcharges on the overall rate
structure or the total price that the segment will receive from its customers. While the fuel surcharge is one of several
components in the overall rate structure, the actual rate paid by customers is governed by market forces and the overall
value of services provided to the customer.
During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by
different degrees. Depending upon the rates of these changes and the impact on costs in other fuel- and energy-related
areas, operating margins could be impacted. Fuel prices have fluctuated significantly in recent years. Whether fuel prices
fluctuate or remain constant, operating results may be adversely affected if competitive pressures limit our ability to
recover fuel surcharges. Throughout 2025, the fuel surcharge mechanism generally continued to have market acceptance
among customers; however, certain nonstandard pricing arrangements have limited the amount of fuel surcharge
recovered. The negative impact on operating margins of capped fuel surcharge revenue during periods of increasing fuel
costs is more evident when fuel prices remain above the maximum levels recovered through the fuel surcharge mechanism
on certain accounts. In periods of declining fuel prices, as experienced in 2025, compared to 2024, fuel surcharge
percentages also decrease, which negatively impacts the total billed revenue per hundredweight measure and,
consequently, revenues, while total fuel costs also decreased. The segment’s operating results will continue to be impacted
by further changes in fuel prices and the related fuel surcharges.
Labor Costs
Our Asset-Based labor costs, including retirement and healthcare benefits for contractual employees that are provided by
a number of multiemployer plans (see Note I to our consolidated financial statements included in Part II, Item 8 of this
Annual Report on Form 10-K), are impacted by contractual obligations under the 2023 ABF National Master Freight
Agreement (“2023 ABF NMFA”), the collective bargaining agreement and other related supplemental agreements with
the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2028. Total salaries,
wages, and benefits, amounted to 52.2% for 2025 and 50.5% of revenues for 2024. Changes in salaries, wages, and benefits
expense and shared services expenses, which include labor costs related to ABF Freight’s portion of company‑wide
functions, as a percentage of revenues are discussed in the Asset-Based Segment Results section.
ABF Freight operates in a highly competitive industry comprised 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. As of December 2025, approximately 81% of our Asset-
Based segment’s employees were covered under the 2023 ABF NMFA. The terms of the 2023 ABF NMFA continue to
provide some of the best wages and benefits in the industry to our contractual employees. The combined contractual wage
and benefits top hourly rate is estimated to increase approximately 4.2% on a compounded annual basis over the term of
the agreement, with potential profit-sharing bonuses representing additional costs under the 2023 ABF NMFA.
Under the 2023 ABF NMFA, ABF Freight continues to pay some of the highest benefit contribution rates in the industry,
and through this contract, ABF Freight has the ability to implement location-specific wage increases in areas where hiring
is challenging. ABF Freight’s benefit contributions for its contractual employees include contributions to multiemployer
plans. Contributions to multiemployer pension plans and health and welfare plans totaled $164.1 million and
$219.9 million, respectively, in 2025, and $157.9 million and $218.5 million, respectively, in 2024. ABF Freight’s latest
labor agreement with the IBT requires wage rates and health, welfare, and pension contribution rates for most plans to
increase annually in accordance with the terms of the 2023 ABF NMFA. Contractual wage rates increased effective
July 1, 2024 and July 1, 2025. Health, welfare, and pension benefit contribution rates increased effective primarily on
42
August 1, 2024 and August 1, 2025. These rate adjustments resulted in a combined contractual wage and benefits top
hourly rate increase of approximately 2.9% in 2025 and 2.7% in 2024.
As compared to the 2018 National Master Freight Agreement with the IBT, the 2023 ABF NMFA provides for:
•
wage rate or per mile increases in each year of the contract;
•
continued annual contribution rate increases to multiemployer health and welfare and pension plans;
•
an additional paid holiday;
•
two additional paid sick days;
•
a new non-CDL employee classification; and
•
profit-sharing bonuses for qualifying contractual employees based upon the Asset-Based segment’s
achievement of certain annual operating ratios for any full calendar year during the contract period.
Through the term of the 2023 ABF NMFA, ABF Freight’s multiemployer pension contribution obligations generally will
be satisfied by making the specified contributions when due. Future contribution rates will be determined through the
negotiation process for contract periods following the term of the current collective bargaining agreement. While
contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees
cannot be predicted with certainty, legislation in recent years provided funding relief to many underfunded plans which
may reduce the likelihood of future contribution rate increases (see Note I to our consolidated financial statements included
in Part II, Item 8 of this Annual Report on Form 10-K). If ABF Freight were to completely withdraw from certain
multiemployer pension plans, under current law, ABF Freight would have material liabilities for its share of the unfunded
vested liabilities of each such plan. Further, ABF Freight could also trigger complete or partial withdrawal liability from
certain multiemployer pension plans through, among other things, mergers and other fundamental corporate transactions
and as a result of operational changes, site closures and job losses, which could result in material liabilities.
Asset-Based Segment Results
The following table sets forth a summary of operating expenses and operating income as a percentage of revenue for the
Asset-Based segment:
Year Ended December 31
2025
2024
2023
Asset-Based Operating Expenses (Operating Ratio)
Salaries, wages, and benefits
52.2 %
50.5 %
48.1 %
Fuel, supplies, and expenses
11.6
11.5
12.6
Operating taxes and licenses
2.0
2.0
1.9
Insurance
2.6
2.6
1.8
Communications and utilities
0.8
0.7
0.7
Depreciation and amortization
4.8
4.0
3.6
Rents and purchased transportation
10.7
10.0
11.8
Shared services
9.5
9.8
9.7
Gain on sale of property and equipment
(0.6)
—
—
Innovative technology costs(1)
—
—
0.8
Other
0.1
0.1
0.2
93.7 %
91.2 %
91.2 %
Asset-Based Operating Income
6.3 %
8.8 %
8.8 %
(1)
Represents costs associated with the freight handling pilot test program at ABF Freight, for which the decision was made to pause
the pilot during third quarter 2023.
43
The following table provides a comparison of key operating statistics for the Asset-Based segment, as previously defined
in the Asset-Based Segment Overview:
Year Ended December 31
2025
2024
% Change
Workdays(1)
251.5
252.5
Billed revenue per hundredweight, including fuel surcharges
$
49.02
$
49.68
(1.3)%
Billed revenue per shipment, including fuel surcharges
$
532.18
$
548.81
(3.0)%
Tonnage per day
11,104
10,968
1.2 %
Shipments per day
20,456
19,856
3.0 %
Shipments per DSY hour
0.445
0.444
0.1 %
Weight per shipment
1,086
1,105
(1.7)%
Pounds per mile
18.35
18.11
1.3 %
Average length of haul (miles)
1,124
1,126
(0.2)%
(1)
Workdays represent the number of operating days during the period after adjusting for holidays and weekends.
Asset-Based Revenues
Asset-Based segment revenues totaled $2.7 billion for the year ended December 31, 2025 and $2.8 billion for the prior‑year
period. The decrease in revenue compared to the prior year primarily reflects lower billed revenue per hundredweight and
weight per shipment. An increase in daily tonnage due to higher shipment volumes partially offset these impacts. There
was one less workday in 2025 versus 2024.
The decrease in total billed revenue per hundredweight year-over-year was driven by the shift in freight profile and lower
fuel surcharge revenue associated with lower fuel prices, compared to 2024, partially offset by lower weight per shipment,
which generally increases revenue per hundredweight. The pricing environment continues to be rational. Excluding the
impact of fuel surcharges, the percentage decrease in billed revenue per hundredweight was in the low-single digits for
2025, compared to 2024. Prices on accounts subject to deferred pricing agreements and annually negotiated contracts that
were renewed during 2025 increased an average of 4.6%. The Asset-Based segment implemented nominal general rate
increases on its LTL base rate tariffs of 5.9% effective on August 4, 2025, and September 9, 2024, although the rate
changes vary by lane and shipment characteristics.
The increase in tonnage per day for 2025, compared to 2024, was driven by a 3.0% increase in daily shipments, reflecting
changes in the Asset-Based business mix, including the onboarding of new core LTL customers. Ongoing weakness in the
manufacturing sector and evolving freight dynamics, including the shift of some heavier LTL shipments to the truckload
market due to lower rates amid excess capacity, resulted in lower average weight per shipment levels year-over-year.
Current economic conditions and the Asset-Based segment’s pricing approach, as previously discussed in the Pricing
section of the Asset-Based Segment Overview within Results of Operations, will continue to impact the segment’s tonnage
levels and the prices it receives for its services and, as such, there can be no assurance that our Asset-Based segment will
maintain or achieve improvements in its current operating results. The industry pricing environment remains rational,
which has benefited our efforts to secure needed price increases; however, the competitive environment could limit the
Asset-Based segment from securing adequate increases in base LTL freight rates and could limit the amount of fuel
surcharge revenue recovered in future periods.
Asset-Based Operating Income
The Asset-Based segment generated operating income of $172.0 million in 2025, compared to $242.6 million in 2024,
with an operating ratio of 93.7% in 2025, compared to 91.2% in 2024. The 2.5 percentage-point increase in the Asset-Based
segment’s operating ratio, primarily reflects the increase in operating expenses and slightly lower revenue levels. The
Asset-Based segment’s operating ratio was positively impacted by the gain on the sale of property and equipment of
$15.8 million, including gains on two service center sales.
Asset-Based Operating Expenses
Labor costs, which are reported in operating expenses as salaries, wages, and benefits increased $40.7 million for 2025,
compared to 2024, primarily due to contract rate increases under the 2023 ABF NMFA, as previously discussed in the
Asset-Based Segment Overview section, an increase in headcount to align with higher shipment levels and increased
tonnage, and the effect of rising healthcare costs. Wage rates increased 2.4% on July 1, 2025 and 2.5% on July 1, 2024,
and health, welfare and benefits rates increased 3.6% on August 1, 2025 and 2.9% on August 1, 2024, for a blended
44
increase of 2.9% in 2025 and 2.7% in 2024. Lower accruals for incentives, improved productivity, as measured by
shipments per DSY hour, and higher utilization of purchased transportation, as discussed later in this section, partially
offset the increase in salaries, wages and benefits.
The Asset-Based segment manages costs with shipment levels; however, a number of factors impact DSY productivity,
including the effect of freight profile and mix changes, utilization of local delivery agents, and efficiency of personnel.
Shipments per DSY hour improved 0.1% for 2025, compared to 2024, primarily due to continued investments in
technology and ongoing training and development at certain key locations as the ABF Freight Continuous Improvement
Team continues to reinforce operational best practices throughout the Asset-Based network. Pounds per mile increased
1.3% for 2025, compared to 2024, reflecting an improvement in linehaul efficiency and an increase in the utilization of
purchased transportation, partially offset by lower weight per shipment.
Depreciation and amortization as a percentage of revenue increased 0.8 percentage points in 2025, compared to 2024,
primarily due to recent service center renovations and higher purchase prices for new revenue equipment, which has
resulted in an increase in depreciation expense per unit.
Rents and purchased transportation as a percentage of revenue increased 0.7 percentage points in 2025, compared to 2024,
primarily due to increased rent expense for new service centers, higher utilization of rail, local delivery agents, and linehaul
purchased transportation to support shipment growth, partially offset by lower rail fuel surcharge cost per mile. Rail miles
increased approximately 3% in 2025, compared to 2024.
Operating expenses were also impacted by the gain on the sale of property and equipment of $15.8 million, including gains
on two service center sales during third quarter 2025, as previously discussed.
Asset-Light Operations
Asset-Light Segment Overview
Our Asset-Light segment is a key component of our strategy to offer a single source of integrated logistics solutions,
designed to satisfy customers’ complex supply chain needs and unique shipping requirements. We are focused on growing
and making strategic investments in our Asset-Light segment that enhance our service offerings and strengthen our
customer relationships. Throughout our operations, we are seeking opportunities to expand our revenues by deepening
existing customer relationships, securing new customers, and adding capacity options for our customers.
As supply chains become more complex, most shippers use a mix of modes to keep their supply chains moving, and our
managed transportation solutions seamlessly connect these modes to build better supply chains. We continue to develop
our managed transportation solutions as part of our strategic efforts to cross-sell our service offerings and meet the demand
for these services that increase operational efficiencies, reduce costs, and give better insights into their supply chain. We
expect to benefit from these and other strategic initiatives as we continue to deliver innovative solutions to customers.
Our Asset-Light operations are affected by general economic conditions, as well as several other competitive factors that
are more fully described in Part I, Item 1 (Business) and in Part I, Item 1A (Risk Factors) of this Annual Report on
Form 10-K. See Note M to our consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K for descriptions of the Asset-Light segment and additional segment information, including revenues, operating
expenses, and operating income (loss) for the years ended December 31, 2025, 2024, and 2023.
45
Key indicators, as outlined below, are used by management to evaluate segment operating performance and measure the
effectiveness of strategic initiatives in the results of our Asset-Light segment. We quantify certain key indicators using
key operating statistics which are important measures in analyzing segment operating results from period to period. These
statistics are defined within the key indicators below and referred to throughout the discussion of the results of our
Asset‑Light segment:
Key indicator
Key operating
statistic
Definition
Customer demand
for logistics and
premium
transportation
services
Shipments per day Total shipments divided by the number of working days during the period,
compared to the same prior-year period.
Prices obtained for
services
Revenue per
shipment
Total segment revenue divided by total segment shipments during the period,
compared to the same prior-year period.
Availability of
market capacity and
cost of purchased
transportation to
fulfill customer
shipments
Purchased
transportation costs
as a percentage of
revenue
The expense incurred for third-party transportation providers to haul or deliver
freight during the period, divided by segment revenues for the period,
expressed as a percentage.
Management
operating costs,
primarily purchased
transportation and
total cost structure
Operating ratio
The percent of operating expenses to revenue levels.
Productivity of
operations and labor
efficiency
Shipments per
employee per day
Total shipments divided by the number of employees divided by the number
of working days during the period, compared to the same prior-year period.
Other companies within our industry may present different key performance indicators or they may calculate their key
performance indicators differently; therefore, our key performance indicators may not be comparable to similarly titled
measures of other companies. Key performance indicators should be viewed in addition to, and not as an alternative
for, our reported results. Our key performance indicators should not be construed as better measurements of our results
than operating income (loss), net income, or earnings per share, as determined under GAAP.
46
Asset-Light Segment Results
The following table sets forth a summary of operating expenses and operating income (loss) as a percentage of revenue
for the Asset-Light segment:
Year Ended December 31
2025
2024
2023
Asset-Light Segment Operating Expenses (Operating Ratio)
Purchased transportation
85.3 %
86.3 %
85.4 %
Salaries, wages, and benefits
7.0
7.7
7.7
Supplies and expenses
0.5
0.6
0.7
Depreciation and amortization(1)
1.3
1.3
1.2
Shared services
5.2
4.4
3.9
Contingent consideration(2)
(0.2)
(5.8)
(1.1)
Asset impairment charges(3)
0.5
0.1
0.9
Legal settlement(4)
—
—
0.6
Other
1.5
1.6
1.4
101.1 %
96.2 %
100.7 %
Asset-Light Segment Operating Income (Loss)
(1.1)%
3.8 %
(0.7)%
(1)
Includes amortization of intangibles associated with acquired businesses.
(2)
Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition, as further discussed
in the Asset-Light Operating Expenses section below.
(3)
The 2025 period represents a noncash impairment charge recognized during fourth quarter 2025 related to the indefinite-lived
intangible asset within the Asset-Light segment, as further discussed in the Asset-Light Operating Expenses section below. The
2024 period represents noncash asset impairment charges for certain revenue equipment and software recognized during fourth
quarter of 2024 as part of a strategic decision to adjust capacity within Asset-Light’s operations.
(4)
Represents settlement expenses related to the classification of certain Asset-Light employees under the Fair Labor Standards Act,
which were paid during first quarter 2025, as further discussed in the Asset-Light Operating Expenses section below.
A comparison of key operating statistics for the Asset-Light segment, as previously defined in the Asset-Light Segment
Overview section, is presented in the following table:
Year Over Year % Change
Year Ended December 31,
2025
2024
Revenue per shipment
(7.4%)
(12.8%)
Shipments per day
(1.8%)
5.5%
Shipments per employee per day
16.9%
24.2%
Asset-Light Revenues
Asset-Light segment revenues decreased 9.4% to $1.4 billion for 2025, compared to $1.6 billion in 2024. The revenue
decline primarily reflects lower average revenue per shipment driven by a soft market environment and a higher mix of
managed transportation business, which typically has smaller shipment sizes. Revenue was also impacted by a decrease in
average daily shipment volume resulting from our strategic reduction in less profitable truckload shipments, despite
shipment growth in our managed transportation solutions. Excess capacity in the truckload market continues to impact
spot market rates.
Asset-Light Operating Income (Loss)
The Asset-Light segment generated operating loss of $15.3 million in 2025 and operating income of $58.4 million in 2024.
The year-over-year decline in operating results is primarily attributable to the $90.3 million reduction in the fair value of
the contingent earnout consideration for 2024, along with lower revenues and operating expense changes discussed in the
following paragraphs. Operating results were also impacted by asset impairment charges recognized during fourth quarter
2025 of $6.6 million and during fourth quarter 2024 of $1.7 million, which are further described below.
Asset-Light Operating Expenses
Operating expenses decreased $71.8 million, or 4.8%, and increased as a percentage of revenue by 4.9 percentage points.
Excluding the change in fair value of contingent earnout consideration and asset impairment charges, operating expenses
47
were lower primarily due to reduced spending on outside services and employee-related cost reductions in relation to lower
business levels and productivity improvements in shipments per person per day.
Purchased transportation costs as a percentage of revenue decreased by 1.0 percentage point for 2025, compared to 2024,
reflecting the $138.7 million reduction of purchased transportation costs in 2025. Changes in market capacity impact the
cost of purchased transportation and may not correspond to the timing of revisions to customer pricing and changes in
revenue per shipment. There can be no assurance that we will be able to secure prices from our customers that will allow
us to maintain or improve our margins on the cost of sourcing carrier equipment capacity.
Contingent earnout consideration, as previously described in the Consolidated Results section of Results of Operations,
increased as a percentage of revenue by 5.6 percentage points for 2025, compared to 2024. The contingent earnout
consideration is discussed further in Note C to our consolidated financial statements included in Part II, Item 8 of this
Annual Report on Form 10-K.
Salaries, wages, and benefits decreased as a percentage of revenue by 0.7 percentage points in 2025, compared to 2024,
or $19.9 million year-over-year as the segment continued efforts to align resources with business levels and advance
employee productivity. Shipments per employee per day improved 16.9% for 2025, compared to 2024, as a result of these
efforts, combined with changes in business mix and technology advancements from the digital roadmap initiatives.
Shared service costs as a percentage of revenue increased 0.8 percentage points for 2025, compared to 2024, primarily
reflecting the impact of lower revenues during 2025.
Asset impairment charges, as previously described, of $6.6 million recorded in the fourth quarter of 2025 and $1.7 million
recorded in the fourth quarter of 2024 were 0.5 percentage points for 2025 and 0.1 percentage points of revenue for 2024.
The impairment charges are discussed further in Note C to our consolidated financial statements included in Part II, Item
8 of this Annual Report on Form 10-K.
48
Asset-Light Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Asset-Light Adjusted
EBITDA”)
We report our financial results in accordance with GAAP. However, management believes that certain non-GAAP
performance measures and ratios, such as Asset-Light Adjusted EBITDA, which is utilized for internal analysis, provide
analysts, investors, and others the same information that we use internally for purposes of assessing our core operating
performance and provides meaningful comparisons between current and prior period results, as well as important
information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing
our performance because it removes the impact of items from operating results that, in management’s opinion, do not
reflect our core operating performance. Management uses Asset-Light Adjusted EBITDA as a key performance measure
and for business planning. This measure is particularly meaningful for analysis of our Asset-Light segment because it
excludes amortization of acquired intangibles and software, changes in the fair value of contingent earnout consideration,
asset impairment charges, and certain legal settlement expenses, which are significant expenses or gains resulting from
strategic decisions or other factors rather than core daily operations. Management also believes Asset-Light Adjusted
EBITDA to be relevant and useful information, as EBITDA is a standard measure commonly reported and widely used by
analysts, investors, and others to measure financial performance of asset-light businesses and the ability to service debt
obligations. Other companies may calculate adjusted EBITDA differently; therefore, our calculation of Asset-Light
Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures
should be viewed in addition to, and not as an alternative for, our reported results. Asset-Light Adjusted EBITDA should
not be construed as a better measurement than operating income (loss), net income, or earnings per share, as determined
under GAAP.
Asset-Light Adjusted EBITDA
Year Ended December 31
2025
2024
2023
($ thousands)
Operating Income (Loss)(1)
$ (15,261) $ 58,444 $ (12,271)
Depreciation and amortization(2)
18,494
20,062
20,370
Change in fair value of contingent consideration(3)
(2,650)
(90,250)
(19,100)
Asset impairment charges(4)
6,640
1,700
14,407
Legal settlement(5)
—
274
9,500
Asset-Light Adjusted EBITDA
$ 7,223 $ (9,770) $ 12,906
(1)
The calculation of Asset-Light Adjusted EBITDA as presented in this table begins with operating income (loss) as the most directly
comparable GAAP measure. Other income (costs), income taxes, and net income are reported at the consolidated level and not
included in the operating segment financial information evaluated by management to make operating decisions. Consolidated
Adjusted EBITDA is reconciled to consolidated net income in the Consolidated Results section of Results of Operations.
(2)
Includes amortization of intangibles associated with acquired businesses. Amortization of acquired intangibles totaled
$12.8 million for both 2025 and 2024 and $12.9 million for 2023 and is expected to total approximately $8.7 million for 2026.
(3)
Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition. See Note C to our
consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(4)
The 2025 period represents noncash asset impairment charges recognized during fourth quarter 2025 related to the Panther trade
name indefinite-lived intangible within the Asset-Light segment. The 2024 period represents noncash asset impairment charges for
certain revenue equipment and software recognized during the fourth quarter of 2024 as part of a strategic decision to adjust
capacity within Asset-Light’s operations. See Note C to our consolidated financial statements included in Part II, Item 8 of this
Annual Report on Form 10-K.
(5)
Represents expenses related to the classification of certain Asset-Light employees under the Fair Labor Standards Act, which were
paid during first quarter 2025, as previously described. See Note N to our consolidated financial statements included in Part II,
Item 8 of this Annual Report on Form 10-K.
49
Current Economic Conditions
Economic conditions in 2025 reflected slowing but continued growth, shifting trade and tariff policies, persistent but
cooling inflation, elevated interest rates, ongoing supply chain disruptions, and a slowing labor market. Geopolitical
conflicts present uncertain and potentially increasing economic impacts going into 2026. Certain economic factors,
including housing cost growth, stabilized or improved during 2025. As pricing pressures eased and in response to signs of
economic softening, the Federal Reserve cut interest rates three times in 2025 for a total of 75 basis points.
Although inflation is easing, the manufacturing sector, as measured by the Purchasing Managers’ Index (“PMI”), expanded
in January 2026 after a period of nearly continuous contraction since November 2023. This prolonged period of weakness
in manufacturing has contributed to a decrease in freight volumes. In 2025, the economy grew at a slower pace than 2024
as measured by U.S. real gross domestic product (“real GDP”), with the fourth quarter 2025 annual real GDP rate increase
being primarily driven by increases in consumer spending and investment, partially offset by decreases in exports and
government spending, including reductions associated with the 43-day government shutdown, which began on
October 1, 2025.
Although we secured increases on deferred pricing agreements and annually negotiated contracts during the year ended
December 31, 2025, there can be no assurance that the economic environment, including the impact of interest rates on
consumer demand, will be favorable for our freight services in future periods.
Given the uncertainties of current economic conditions, there can be no assurance that our estimates and assumptions
regarding the pricing environment and economic conditions, which are made for purposes of impairment tests related to
operating assets and deferred tax assets, will prove to be accurate. Extended periods of economic disruption and resulting
declines in industrial production and manufacturing and consumer spending could negatively impact demand for our
services and have an adverse effect on our results of operations, financial condition, and cash flows. The soft freight
environment and increased mix of managed transportation shipments contributed to a year-over-year decline in revenue
per shipment for our Asset-Light segment, compared to 2024. There can be no assurance that we will be able to secure
adequate prices from this new business or from our existing customers to maintain or improve our operating results.
Significant declines in our business levels or other changes in cash flow assumptions or other factors that negatively impact
the fair value of the operations of our reporting units could result in impairment and a resulting noncash write-off of a
significant portion of the goodwill and intangible assets of our Asset-Light segment, which would have an adverse effect
on our financial condition and operating results. During 2025, we recorded an impairment charge related to our
indefinite‑lived Panther trade name within the Asset-Light reporting unit. See Notes C and D to our consolidated financial
statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion of the impairment
evaluation.
Effects of Inflation
Inflation remains above the Federal Reserve’s long-term target inflation rate of 2%. Elevated costs across a broad array of
consumer goods continue to be driven by global supply chain volatility and labor and energy shortages, in addition to the
impact of federal monetary policy. The consumer price index (CPI) increased 2.4%, before seasonal adjustment,
year‑over‑year in January 2026 and 0.4% from December 2025. Although CPI has declined from the level reached in
June 2022 due to market response to the Federal Reserve’s tighter monetary policy implemented in March 2022, recent
CPI readings remain above the Federal Reserve’s target inflation rate. Most of our expenses are affected by inflation.
While an increase in inflation generally results in increased operating costs, the potential impact of inflationary conditions
on our business, including demand for our transportation services, remains uncertain.
Generally, inflationary increases in labor and fuel costs as they relate to our Asset-Based operations have historically been
mostly offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher
associated fuel surcharges on the overall price to the customer influences our ability to obtain increases in base freight
rates. In addition, certain nonstandard arrangements with some of our customers have limited the amount of fuel surcharge
recovered. Our Asset-Based segment’s ability to fully offset inflationary and contractual cost increases can be challenging
during periods of recessionary and uncertain economic conditions when certain cost saving measures and productivity
improvements do not outpace inflationary increases.
Generally, inflationary increases in labor and operating costs related to our Asset-Light operations have historically been
offset through price increases. Productivity improvements, as measured by shipments per employee per day, and
50
disciplined cost management have helped mitigate the impact of rising operating costs. The pricing environment, however,
generally becomes more competitive during economic downturns, which may, as it has in the past, affect the ability to
obtain price increases from customers both during and following such periods. The pricing environment remains
competitive, and we believe that Asset-Light pricing has stabilized at the bottom of the truckload market cycle. The impact
of excess capacity in the truckload market continued during 2025; however, carriers are slowly exiting the market, driven
by prolonged economic pressures as demand remains weak and margins have thinned.
The market continues to adjust to the impact of supply chain disruptions, including as a result of geopolitical conflicts and
recent changes in trade and tariff policies. The prices for our revenue equipment (tractors and trailers) have also increased,
partly as a result of inflationary pressures, and will very likely continue to be replaced at higher per-unit costs, which could
result in higher depreciation charges on a per-unit basis. We consider these costs in setting our pricing policies, although
the overall freight rate structure is governed by market forces. In addition to general effects of inflation, the motor carrier
freight transportation industry faces rising costs related to insurance claims, compliance with government regulations on
safety, equipment design and maintenance, driver utilization, emissions, and fuel economy.
Environmental and Legal Matters
We are subject to federal, state, and local environmental laws and regulations relating to, among other things: emissions
control, transportation or handling of hazardous materials, underground and aboveground storage tanks, stormwater
pollution prevention, contingency planning for spills of petroleum products, and disposal of waste oil. We may transport
or arrange for the transportation of hazardous materials and explosives, and we operate in industrial areas where truck
service centers and other industrial activities are located and where groundwater or other forms of environmental
contamination could occur. In 2023, ABF Freight entered into a Consent Decree with the Environmental Protection
Agency (the “EPA”) to resolve alleged compliance issues under the federal Clean Water Act, agreeing to certain
compliance tasks, as further discussed in Part I, Item 1 (Business) and Part I, Item 1A (Risk Factors) of this Annual Report
on Form 10-K.
Physical effects from climate change, including more frequent and severe weather events, have the potential to adversely
impact our business levels and employee working conditions, cause shipping delays or disruption to our operations,
increase our operating costs, and cause damage to our property and equipment. Due to the uncertainty of these matters, we
cannot estimate the effect of any future climate-related developments on our operations or financial condition at this time.
These and other matters related to climate change and the related risks to our business are further discussed in Part I, Item
1 (Business) and Part I, Item 1A (Risk Factors) of this Annual Report on Form 10-K. We continue to advance sustainability
initiatives by investing in innovative technologies, developing our employees, and enhancing our capabilities and services
for customers.
We are involved in various legal actions, the majority of which arise in the ordinary course of business. We maintain
liability insurance against certain risks arising out of the normal course of our business, subject to certain self-insured
retention limits. We routinely establish and review the adequacy of reserves for estimated legal, environmental, and
self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are
adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal
matters are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows.
In January 2023, we and MoLo were named as defendants in lawsuits related to an auto accident involving one of MoLo’s
contract carriers. The accident occurred prior to our acquisition of MoLo. During the fourth quarter of 2024, we settled
this claim, along with a $9.8 million claim related to the classification of certain Asset-Light employees under the Fair
Labor Standards Act. These settlements were paid in January 2025, including amounts covered by insurance for the
accident-related claim. See Note N to our consolidated financial statements included in Part II, Item 8 of this Annual
Report on Form 10-K for further discussion of the legal matters in which we are currently involved.
Information Technology and Cybersecurity
We depend on the proper functioning, availability, and security of our information technology (“IT”) systems, including
communications, data processing, financial, and operating systems, as well as proprietary software programs and certain
software applications provided by third parties that are integral to our business operations. A failure or other disruption in
critical information systems, such as denial of service, intentional or inadvertent acts by employees or vendors with access
to our systems or data, phishing, disruption by malware, ransomware, and other cybersecurity attacks and incidents that
51
impact the availability, reliability, speed, accuracy, or other proper functioning of these systems, including the applications
provided by third parties, or that result in proprietary information or sensitive or confidential data of customers, employees
and others being compromised could have a significant impact on our operations. New or enhanced technology that we
develop and implement may also be subject to cybersecurity attacks and may be more prone to related incidents. Although
we strive to carefully select our third-party vendors, we have limited control over the operation, quality, maintenance and
continued availability of services that they provide. We obtain assurance reports from independent service auditors
engaged by our third-party software providers for systems in scope for our internal controls over financial reporting;
however, we cannot ensure that these controls are adequate to prevent, detect or correct material misstatements or to
mitigate system or operational vulnerabilities, including cybersecurity attacks and security breaches at a vendor, which
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.
Our IT systems are protected through physical and software safeguards as well as backup systems considered appropriate
by management. However, these systems and third-party applications are vulnerable to interruption by adverse weather
conditions; natural disasters; power, internet, or telecommunications outages; computer viruses; cybersecurity incidents;
and other events beyond our control. It is not practicable to fully protect against the possibility of these events or
cybersecurity attacks and other cyber events in every potential circumstance that may arise. To mitigate the potential for
such occurrences at our primary data center, we have implemented various systems, including redundant
telecommunication equipment; replication of critical data to an offsite location; fire suppression systems to protect our on-
site data centers; and electrical power protection and generation facilities. We also have a catastrophic disaster recovery
plan and alternate processing capability available for our critical data processes in the event of a catastrophe that renders
one of our data centers unusable.
Some of our employees work remotely, including under hybrid work arrangements, which may increase the demand for
IT resources and heighten our exposure to unauthorized access to proprietary information or sensitive or confidential data
and other cybersecurity incidents. As a component of our cyber risk management program, we periodically engage a
third‑party provider to assess our cyber posture and assist us in improving our security profile. We review our processes
around cybersecurity risk management and related governance framework and perform materiality assessments. Although
we have implemented measures to mitigate 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 materializing.
While we maintain property and cyber insurance, which would offset losses up to certain coverage limits in the event of a
catastrophe or certain cyber incidents, losses arising from a catastrophe or significant cyber incident may exceed our
insurance coverage and could have a material adverse impact on our results of operations and financial condition. We do
not have insurance coverage specific to losses resulting from a pandemic or geopolitical conflict. A significant disruption
in our IT systems, including but not limited to those previously mentioned, such as denial of service or system failure,
could 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.
We have experienced incidents involving attempted denial of service attacks, malware attacks, and other events intended
to disrupt our 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 such events at a point when the impact on our business could be minimized. We
continuously monitor and develop our IT networks and infrastructure to prevent, detect, address, and mitigate the risk of
unauthorized access, misuse, computer viruses, and other events that could have a security impact. We have made and
continue to make significant financial investments in technologies, including artificial intelligence (“AI”), and processes
to mitigate these risks. We are still in the early stages of utilizing generative AI, which utilizes sensitive, proprietary, and
confidential data that could be leaked, as well as having potential flaws in algorithms and models that could ultimately
misrepresent outputs. We provide employee awareness training around cybersecurity risks. Despite our efforts, due to the
increasing speed, scale, automation, and sophistication of cyber attacks, including those conducted using new techniques
and technologies for attack, such as those enabled through generative AI, we may be unable to anticipate or promptly
detect or implement adequate protective or remedial measures against the activities of perpetrators of cybersecurity attacks.
Management is not aware of any current cybersecurity incident that has had a material effect on our operations, although
there can be no assurances that a cyber incident that could have a material impact to our operations could not occur.
52
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash, cash equivalents, and short-term investments; cash generated by continuing
operations; and borrowing capacity under our revolving credit facility (“Credit Facility”) under our Fifth Amended and
Restated Credit Agreement (the “Credit Agreement”) or our accounts receivable securitization program (“A/R
Securitization”).
This Liquidity and Capital Resources section of MD&A generally discusses 2025 and 2024 items and year-to-year
comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023
that are not included in this Annual Report on Form 10-K can be found in the Liquidity and Capital Resources section of
MD&A in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Cash Flow and Short-Term Investments
Components of cash and cash equivalents and short-term investments, which are further described in Note C to our
consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, were as follows:
Year Ended December 31
2025
2024
2023
(in thousands)
Cash and cash equivalents
$ 102,030
$ 127,444
$ 262,226
Short-term investments
22,204
29,759
67,842
Total
$ 124,234
$ 157,203
$ 330,068
Cash, cash equivalents, and short-term investments decreased $33.0 million from December 31, 2024 to
December 31, 2025, primarily due to lower business levels in the prolonged freight recession; the payment of expenses
accrued at December 31, 2024, including wage-related incentives and previously disclosed legal settlements; continued
efforts to return capital to shareholders through share repurchases and dividends; planned capital expenditures, including
service center remodels; paydown of long-term debt; and the assumption of two lease agreements, which included lease
buyout payments during first quarter 2025, offset partially by proceeds from the sale of property and equipment and
accounts receivable collections.
Cash provided by operating activities during 2025 was $229.0 million, compared to $285.8 million in 2024. Changes in
operating assets and liabilities, excluding income taxes, decreased cash provided by operating activities by $26.2 million
during 2025 and increased cash provided by operating activities by $1.9 million during 2024. The year-over-year decrease
in accounts payable, accrued expenses and other liabilities, partially offset by the decrease in accounts receivable,
contributed to the decrease in cash provided by operating activities.
Cash used in investing activities during 2025 was impacted by $80.3 million of capital expenditures, net of proceeds from
asset sales, including the sales of two service centers and a parcel of land during third quarter 2025, and financings. Cash
used in investing also reflected the renovation of properties for our Asset-Based network. See Capital Expenditures below
for estimated annual expenditure amounts for 2026.
Cash was used to repay $83.1 million in promissory note payables during 2025. During 2025, we repurchased
1,025,524 shares of our common stock under our share repurchase plan for an aggregate cost of $75.6 million, including
excise taxes. We also continued to return capital to our shareholders with our quarterly dividend payments, which totaled
$11.0 million during 2025. Our dividends and share repurchase programs are further discussed in the Other Liquidity
Information section below.
Financing Arrangements
We financed the purchase of $117.9 million of revenue equipment through notes payable during the year ended
December 31, 2025. Future payments due under notes payable totaled $239.8 million, including interest, as of
December 31, 2025, for an increase of $34.3 million from December 31, 2024.
During 2025, we borrowed $25.0 million on the Credit Facility and subsequently repaid the balance, returning the
borrowing availability at December 31, 2025, to $250.0 million, the initial maximum credit amount of the Credit Facility.
53
Our Credit Facility was amended during fourth quarter 2025 to extend the maturity date to November 25, 2030 and increase
the letter of credit sub-facility sublimit to $50.0 million, among other things.
Our A/R Securitization was amended during second quarter 2025 to extend the maturity date to July 1, 2026, among other
things. As of December 31, 2025, standby letters of credit of $23.5 million have been issued under the A/R Securitization
which reduced our available borrowing capacity to $26.5 million.
See Note G 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 and presentation of the scheduled maturities of our long-term debt
obligations.
Contractual Obligations
In the normal course of business, we enter into contracts and commitments that obligate us to make payments in the future.
In addition to the obligations discussed within the preceding Financing Arrangements section, we have contractual
obligations as described in the following paragraphs. Certain contractual obligations are also further disclosed in the notes
to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
While we own the majority of our larger service centers, distribution centers, and administrative offices, we lease certain
facilities and equipment. As of December 31, 2025, contractual obligations for operating lease liabilities, primarily related
to our Asset-Based service centers, totaled $293.7 million, including imputed interest, for an increase of $26.1 million
from December 31, 2024. Operating lease payments due within one year total $46.8 million. The scheduled maturities of
our operating lease liabilities as of December 31, 2025 are disclosed in Note F to our consolidated financial statements
included in Part II, Item 8 of this Annual Report on Form 10-K.
We sponsor an insured postretirement health benefit plan that provides supplemental medical benefits and dental and
vision care to certain executive officers. As of December 31, 2025, estimated projected payments, net of retiree premiums,
related to postretirement health benefits total $0.8 million for the next year and $8.8 million for the next 10 years. These
projected amounts are subject to change based upon increases and other changes in premiums and medical costs and
continuation of the plan for current participants. The accumulated benefit obligation of the postretirement health benefit
plan accrued in the consolidated balance sheet totaled $14.5 million as of December 31, 2025 (see Supplemental Benefit
and Postretirement Health Benefit Plans within Note I to our consolidated financial statements included in Part II, Item 8
of this Annual Report on Form 10-K).
We have purchase obligations, consisting of authorizations to purchase and binding agreements with vendors, relating to
revenue equipment used in our Asset-Based operations, other equipment, facility improvements, software, service
contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of December 31, 2025.
These purchase obligations totaled $105.8 million as of December 31, 2025, with $86.7 million expected to be paid within
the next year, provided that vendors complete their commitments to us. As of December 31, 2025, the amount of our
purchase obligations decreased $90.0 million from December 31, 2024, primarily related to ABF Freight revenue
equipment. We have no investments, loans, or any other known contractual arrangements with unconsolidated
special-purpose entities, variable interest entities, or financial partnerships and have no outstanding loans with our
executive officers or directors.
ABF Freight has a withdrawal liability that was triggered when its multiemployer pension plan obligation with the New
England Teamsters Trucking Industry Pension Fund was restructured under a transition agreement in 2018. As of
December 31, 2025, payments due within one year under the withdrawal liability settlement total $1.6 million, and total
payments, which are due over the next 16 years, total $25.0 million. As of December 31, 2025, the outstanding withdrawal
liability recognized in the consolidated balance sheet for this obligation totaled $17.9 million. ABF Freight contributes to
other multiemployer health, welfare, and pension plans based generally on the time worked by their contractual employees,
as specified in the collective bargaining agreement and other supporting supplemental agreements (see Multiemployer
Plans within Note I to our consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K).
54
Capital Expenditures
The following table sets forth our capital expenditures for the periods indicated below:
Year Ended December 31
2025
2024
2023
(in thousands)
Capital expenditures, gross including notes payable(1)
$
232,630
$
303,817
$
252,516
Less financing from notes payable
117,855
80,714
33,495
Capital expenditures, net of notes payable
114,775
223,103
219,021
Less proceeds from asset sales
34,470
15,373
7,763
Total capital expenditures, net
$
80,305
$
207,730
$
211,258
(1)
Actual capital expenditures in 2025 were below our estimate as we proactively adjusted to demand trends and optimized project
timing, allowing us to deploy capital where it creates the most value. 2024 and 2023 capital expenditures also fell below our
estimates due to delays in the original build schedules of our Asset-Based and Asset-Light revenue equipment caused by parts
shortages and manufacturing disruptions and delays in some real estate facility projects.
For 2026, our total capital expenditures, including amounts financed, are estimated to range from $150.0 million to
$170.0 million, net of proceeds from asset sales. These 2026 estimated net capital expenditures include revenue equipment
purchases of $75.0 million to $80.0 million, primarily for our Asset-Based operations and $35.0 million to $45.0 million
of investments in real estate and facility upgrades to support our growth plans, in addition to other investments across the
enterprise, such as technology-related items and miscellaneous dock equipment upgrades and enhancements. We have the
flexibility to adjust certain planned 2026 capital expenditures as business levels dictate. Depreciation and amortization
expense, excluding amortization of intangibles, is estimated to be approximately $180.0 million in 2026. The amortization
of intangible assets is estimated to be approximately $9.0 million in 2026, primarily related to purchase accounting
amortization associated with the MoLo acquisition.
Other Liquidity Information
General economic conditions are currently being impacted by geopolitical conflicts, tariff and trade policies, competitive
market factors, higher interest rates, persistent inflation, and volatile energy prices, among other factors. These conditions
and the related impact on our business (primarily tonnage and shipment levels and the pricing that we receive for our
services in future periods) could affect our ability to generate cash from operating activities and maintain cash, cash
equivalents, and short-term investments on hand. Our Credit Facility and A/R Securitization provide available sources of
liquidity with flexible borrowing and payment options. We believe these agreements provide borrowing capacity necessary
for growth of our business. During the next twelve months and for the foreseeable future, we believe existing cash, cash
equivalents, short-term investments, cash generated by operating activities, amounts available under our Credit Facility
and A/R Securitization, until maturity on July 1, 2026, will be sufficient to finance our operating expenses and to fund
ongoing initiatives and grow our business, including investments in technology. Notes payable, finance leases, and other
secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the
terms are acceptable to us.
The Agreement and Plan of Merger (the “Merger Agreement”) for our acquisition of MoLo provided for additional cash
consideration based on the achievement of certain incremental adjusted EBITDA targets for years 2023 through 2025 (“the
earnout period”) and provided for additional consideration under catch-up provisions through 2025. However, the adjusted
EBITDA metrics were below target for the earnout period. As a result, the contingent consideration liability was reduced
to zero during 2025 (see Assets and Liabilities Measured at Fair Value on a Recurring Basis within Note C to our
consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).
We continue to return capital to shareholders with our quarterly dividend payments and treasury stock purchases. On
January 27, 2026, we announced our Board of Directors declared a dividend of $0.12 per share payable to stockholders of
record as of February 10, 2026. We expect to continue to pay quarterly dividends on our common stock in the foreseeable
future, although there can be no assurance in this regard since future dividends will be at the discretion of the Board of
Directors and are dependent upon our future earnings, capital requirements, and financial condition; contractual restrictions
applying to the payment of dividends under our Credit Facility; and other factors.
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In September 2025, our Board of Directors increased the total amount available for purchases of our common stock under
our share repurchase program to $125.0 million. We purchased 1,025,524 shares of our common stock during 2025 for an
aggregate cost of $75.6 million, including excise taxes. As of December 31, 2025, $104.7 million remained available for
repurchase under the share repurchase program (see Note J to our consolidated financial statements included in Part II,
Item 8 of this Annual Report on Form 10-K).
Balance Sheet Changes
Accounts Receivable
Accounts receivable, less allowances, decreased $23.9 million from December 31, 2024 to December 31, 2025, reflecting
lower revenue levels within the Asset-Light segment and the timing of collections.
Prepaid and Refundable Income Taxes
Prepaid and refundable income taxes increased $16.8 million from December 31, 2024 to December 31, 2025, reflecting
the current tax benefit accrual resulting from tax law changes under the One Big Beautiful Bill Act, which is discussed
further in Note E to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K,
in addition to year-to-date 2025 estimated tax payments.
Property, Plant, and Equipment, Net
The increase in property, plant, and equipment, net of $77.4 million from December 31, 2024 to December 31, 2025, was
primarily due to planned service center remodels and the purchase of revenue equipment used in our Asset-Based
operations, offset by sales of property and equipment.
Intangible Assets, Net
Intangible assets, net decreased $19.2 million from December 31, 2024 to December 31, 2025, primarily due to
amortization and the $6.6 million noncash asset impairment charge related to the Panther trade name, which is further
discussed in Notes C and D to our consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K.
Operating Right-of-Use Assets and Operating Lease Liabilities
The increase in operating right-of-use assets of $27.4 million and in operating lease liabilities, including current portion,
of $16.4 million from December 31, 2024 to December 31, 2025, was primarily due to the assumption of two lease
agreements, which included upfront lease buyout payments, and lease renewals during 2025, partially offset by
amortization.
Other Long-Term Assets
Other long-term assets decreased $12.8 million from December 31, 2024 to December 31, 2025, due primarily to the
$10.6 million decrease in held-for-sale assets year-over-year following the sale of land and revenue equipment. Death
claims on life insurance also contributed to the decrease, offset by changes in cash surrender value and gains on the policies.
Accounts Payable
Accounts payable decreased $18.3 million from December 31, 2024 to December 31, 2025, primarily due to the timing of
payables.
Accrued Expenses
Accrued expenses decreased $16.8 million from December 31, 2024 to December 31, 2025, primarily due to lower
accruals for certain performance-based incentive plans due to lower operating results in 2025, compared to 2024, offset
partially by higher third-party casualty insurance and workers’ compensation reserves due to higher average claim costs
and increased retention levels. The settlement by insurers of the previously disclosed auto accident legal matter involving
a MoLo carrier, which is further discussed in Note N to our consolidated financial statements included in Part II, Item 8
of this Annual Report on Form 10-K, also contributed to the year-over-year decrease in accrued expenses.
Long-term Debt
The $34.7 million increase in long-term debt, including current portion, from December 31, 2024 to December 31, 2025,
is primarily due to $117.9 million in equipment financed, offset by payments on notes payable of $83.1 million. The
Company also borrowed and repaid $25.0 million in Credit Facility borrowings during 2025.
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Deferred Income Taxes
The $32.9 million increase in deferred income taxes is primarily due to tax deductions allowed by the One Big Beautiful
Bill Act, which is discussed further below in the Income Taxes section in Note E to our consolidated financial statements
included in Part II, Item 8 of this Annual Report on Form 10-K, including depreciation and the expensing of research and
development costs previously capitalized.
INCOME TAXES
This Income Taxes section of MD&A generally discusses 2025 and 2024 items and year-to-year comparisons between
2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in
this Annual Report on Form 10-K can be found in the Income Taxes section of MD&A in Part II, Item 7 of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024.
On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful
Bill Act (the “OBBB”). The OBBB contains several changes to corporate taxation, such as the permanent extension of
certain expiring provisions of the Tax Cuts and Jobs Act of 2017, including 100% expensing of qualified depreciable assets
and modifications to capitalization of research and development expenses. As a result of the OBBB changes, during 2025,
the Company recognized a one-time accelerated current tax benefit of $26.6 million. This benefit primarily reflects
$101.2 million of tax deductions for 100% expensing of fixed asset additions purchased between January 20 and
June 30, 2025, and the immediate expensing of previously capitalized research and development costs.
Our effective tax rate on continuing operations was 27.7% and 20.7% of pre-tax income for 2025 and 2024, respectively.
For 2025, our U.S. statutory tax rate was 21.0%. Our average state tax rate, net of the associated federal deduction, was
approximately 5%. Our 2025 effective tax rate varied from the statutory rate due to state income taxes, an increase in
valuation allowances, and federal research and development and employment tax credits. Our 2024 effective tax rate was
impacted by state income taxes, non-deductible compensation under IRC 162(m), and the settlement of share-based
payment awards, which resulted in a $9.2 million tax benefit in 2024. Due to the impact of non-deductible expenses in
prior years, lower levels of pre-tax income result in a higher tax rate on income and a lower benefit rate on losses. As
pre‑tax income or pre-tax losses increase, the impact of non-deductible expenses on the overall rate declines.
The increase in net deferred tax liabilities after valuation allowances to $102.3 million at December 31, 2025, compared
to $69.1 million at December 31, 2024, primarily relates to 100% expensing of qualified depreciable assets and expensing
Section 174 research and development related expenses under the OBBB, which became effective during 2025. We
evaluated the need for a valuation allowance for deferred tax assets at December 31, 2025 by considering the future
reversal of existing taxable temporary differences, future taxable income, and available tax planning strategies. Valuation
allowances for deferred tax assets totaled $4.5 million and $1.7 million at December 31, 2025 and 2024, respectively. As
the Canadian tax rate is higher than the U.S. tax rate, it is unlikely that foreign tax credit carryforwards will be usable, as
U.S. taxes paid will be at a lower rate than the tax rates in Canada. Thus, the foreign tax credit carryforwards were fully
reserved, resulting in valuation allowances of $2.1 million and $1.0 million at December 31, 2025 and 2024, respectively.
At December 31, 2025, we had gross state net operating loss carryforwards of $155.3 million. These state net operating
losses and other state carryforwards were reserved by valuation allowances of $2.4 million and $0.7 million at
December 31, 2025 and 2024, respectively. Valuation allowances on gross federal net operating loss carryforwards are
insignificant.
Financial reporting income differs significantly from taxable income because of items such as accelerated depreciation for
tax purposes, gains and losses on sale of assets, immediate expensing of certain research and development costs for tax
purposes, and the deductibility of accrued liabilities – such as workers’ compensation, third-party casualty claims, legal
expenses, and operating leases – only when paid. For 2025, there was financial reporting income, but a loss determined
under tax law after the OBBB changes mentioned above. For 2024, financial reporting income exceeded taxable income.
During 2025, we made tax payments, net of refunds, of $2.3 million for federal taxes, $2.3 million to various state
jurisdictions, and $2.2 million to foreign jurisdictions.
Management expects the cash outlays for income taxes will be less than reported income tax expense in 2026 due primarily
to the effect of 100% bonus depreciation on qualified depreciable assets in 2026 as allowed under the OBBB. However,
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in the event we were to become unprofitable, net operating loss carrybacks allowed under the provisions of the Tax Reform
Act could be limited in certain circumstances.
The Company's total effective tax rate was 27.7% and 20.8% for 2025 and 2024, respectively, including discontinued
operations in 2024. Income tax expense reflected in discontinued operations, which primarily consisted of federal and state
income taxes on the gain on the sale of FleetNet, was $0.2 million for 2024, or an effective tax rate of 25.5%.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are based on
prior experience and other assumptions that management considers reasonable in our circumstances. Actual results could
differ from those estimates under different assumptions or conditions, which would affect the related amounts reported in
the financial statements.
The accounting policies and estimates that are “critical” to understanding our financial condition and results of operations
and that require management to make the most difficult judgments are described as follows.
Revenue Recognition
Revenues are recognized when or as control of the promised services is transferred to our customers, in an amount that
reflects the consideration we expect to be entitled to in exchange for those services. Our performance obligations are
primarily satisfied upon final delivery of the freight to the specified destination. Revenue is recognized based on the
relative transit time in each reporting period with expenses recognized as incurred using a bill-by-bill analysis or standard
delivery times to establish estimates of revenue in transit for recognition in the appropriate period. This methodology
utilizes the approximate location of the shipment in the delivery process to determine the revenue to recognize, and
management believes it to be a reliable method.
Certain contracts may provide for volume-based or other discounts which are accounted for as variable consideration. We
estimate these amounts based on the expected discounts earned by customers, and revenue is recognized using these
estimates. Revenue adjustments may also occur due to rating or other billing adjustments. We estimate revenue
adjustments based on historical information, and revenue is recognized accordingly at the time of shipment. We believe
that actual amounts will not vary significantly from estimates of variable consideration.
Revenue, purchased transportation expense, and third-party service expenses are reported on a gross basis for certain
shipments and services where we utilize a third-party carrier for pickup, linehaul, delivery of freight, or performance of
services, but we remain primarily responsible for fulfilling delivery to the customer and maintain discretion in setting the
price for the services. Purchased transportation expense is recognized as incurred.
Payment terms with customers may vary depending on the service provided, location or specific agreement with the
customer. The time between invoicing and when payment is due is not significant. For certain services, we require payment
before the services are delivered to the customer.
We expense sales commissions when incurred because the amortization period is one year or less.
Impairment Assessment of Long-Lived Assets
We review our long-lived assets, including property, plant and equipment and operating right-of-use assets, for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If
such an event or change in circumstances is present, we will estimate the undiscounted future cash flows expected to result
from the use of the asset and its eventual disposition. If the sum of the undiscounted future cash flows is less than the
carrying amount of the related assets, we will determine the fair value of the assets and will recognize an impairment loss
if the fair value of the assets is less than the recorded value. The evaluation of future cash flows requires management’s
judgment and the use of estimates and assumptions. Assumptions require considerable judgment because changes in broad
economic factors and industry factors can result in variable and volatile values. Economic factors and the industry
environment were considered in assessing recoverability of long-lived assets, including revenue equipment (primarily
tractors and trailers used in our Asset-Based operations and trailers used in our Asset-Light operations). Our strict
equipment maintenance schedules have served to mitigate declines in the value of revenue equipment. Assets meeting the
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held-for-sale criteria at period end are evaluated for impairment by comparing the fair value of the assets less costs to sell
to the carrying values.
During the fourth quarter of 2025, we evaluated for impairment certain long-lived assets no longer in use. As a result, we
recognized $5.4 million of noncash asset impairment charges, recorded within operating expenses in the consolidated
statements of operations for the year ended December 31, 2025, to write off the obsolete assets previously utilized within
the Vaux suite.
Impairment of Goodwill and Intangible Assets
Our consolidated goodwill balance of $304.8 million at December 31, 2025 is primarily related to acquisitions of MoLo
and Panther in the Asset-Light segment. Goodwill is recorded as the excess of an acquired entity’s purchase price over the
value of the amounts assigned to identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather
is evaluated for impairment annually on October 1, or more frequently if indicators of impairment exist. Our annual
evaluation typically includes an analysis of qualitative factors to determine if it is more likely than not the fair value of the
reporting unit is less than its carrying value. If we determine it is more likely than not that the fair value of the reporting
unit is less than its carrying value, a quantitative valuation of the reporting unit is performed and compared to the carrying
value to determine if the reporting unit is impaired and to measure impairment loss, if any. As a result of the impairment
tests, we are required to record an impairment charge, if any, by the amount a reporting unit’s fair value is exceeded by the
carrying value of the reporting unit, limited to the carrying value of goodwill included in the reporting unit.
As allowed by the accounting guidance, we elected to bypass the qualitative assessment of our goodwill and indefinite-
lived intangible assets and proceed directly to performing the quantitative valuations for the annual impairment assessment
as of October 1, 2025. The evaluation of goodwill impairment requires management’s judgment and the use of estimates
and assumptions to determine the fair value of the reporting unit. Assumptions require considerable judgment because
changes in broad economic factors and industry factors can result in variable and volatile fair values. Changes in key
estimates and assumptions that impact the fair value of the operations could materially affect the impairment analysis.
Management considered current and forecasted business levels and estimated future cash flows over several years, using
the reporting unit’s weighted average cost of capital. Management’s assumptions included a truckload market recovery
beginning in early-2027, which was previously estimated to begin mid-2025.
The fair value estimated for this evaluation is derived with the assistance of a third-party valuation firm and utilizing the
discounted cash flow method (income approach) and the guideline public company and merger and acquisition methods
(market approach). The discounted cash flow models utilized in the income approach incorporate discount rates, terminal
multiples, and projections of future revenue, operating margins, and net capital expenditures. The projections used have
changed over time based on historical performance and changing business conditions. Assumptions with respect to rates
used to discount cash flows are dependent upon market interest rates and the cost of capital for our company and the
industry at a point in time. We include a cash flow period of five years with a terminal value in the income approach. Cash
flow projections for the forecast period generally reflect the cyclical nature of the industry. Changes in cash flow
assumptions or other factors that negatively impact the fair value of the operations would influence the evaluation and
could lead to impairment charges in the future. The market approach valuation methods considered EBITDA and revenue
multiples relative to peer companies and those resulting from guideline merger and acquisition transactions. The income
and market approaches were weighted evenly in the fair value conclusion.
In the impairment assessment of goodwill, management also considered the total market capitalization, which decreased
from the prior annual assessment date of September 1, 2024. The decrease in our market capitalization year-over-year is
primarily attributable to reduced business levels as market weakness has delayed recovery. This decline is consistent with
broader industry and market trends not specific to the Company. We believe that there is no basis for adjustment of our
goodwill asset value based on the impairment evaluation performed as the estimated fair value exceeded its carrying value
by a substantial margin.
Our indefinite-lived intangible asset, which is the Panther Premium Logistics trade name, totaled $25.7 million as of
December 31, 2025. Indefinite-lived intangible assets are not amortized but rather are evaluated for impairment annually
on October 1, or more frequently if indicators of impairment exist. If the carrying amount of the intangible asset exceeds
its fair value, an impairment loss shall be recognized in an amount equal to that excess. The October 1, 2025 annual
impairment evaluation of our indefinite-lived intangible asset indicated a $6.6 million impairment, which was recognized
during the fourth quarter of 2025 to write down the carrying value of our Panther trade name to the indicated fair value,
reflecting prolonged soft market conditions extending estimated market recovery to early 2027 and resulting lower
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business levels (see Note D to our consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K).
The Panther trade name valuation model utilizes the relief from royalty method, whereby the value is determined by
calculating the after-tax cost savings associated with owning the trade name and, therefore, not having to pay royalties for
its use for the remainder of its estimated useful life. The evaluation of intangible asset impairment requires management’s
judgment and the use of estimates and assumptions to determine the fair value of the indefinite-lived intangible assets.
Assumptions require considerable judgment because changes in broad economic factors and industry factors can result in
variable and volatile fair values. Changes in key estimates and assumptions that impact the operations and resulting
revenues, royalty rates, and discount rates could materially affect the intangible asset impairment analysis.
Our finite-lived intangible assets consist primarily of customer relationship, carrier list, and trademark intangible assets
and are amortized over their respective estimated useful lives. Finite-lived intangible assets are also evaluated for
impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In
reviewing finite-lived intangible assets for impairment, the carrying amount of the asset or asset group is compared to the
estimated undiscounted future cash flows expected from the use of the asset and its eventual disposition. If such cash flows
are not sufficient to support the recorded value, an impairment loss to reduce the carrying value of the asset to its estimated
fair value will be recognized in operating income.
Insurance Reserves
We are self-insured up to certain limits for workers’ compensation and certain third-party casualty claims. Our self-
insurance limits are effectively $2.0 million for each workers’ compensation loss occurring after November 1, 2023 and
$1.0 million for each loss occurring prior to November 1, 2023. Effective November 1, 2024, our self-insured limits for
each loss are generally $5.0 million for each third-party casualty or general liability claim and auto liability claim, up from
self-insured limits of $3.0 million for third-party casualty or general liability claims and auto liability claims prior to
November 1, 2024, and $2.0 million for claims prior to November 1, 2023. For our third-party casualty or general liability
claims and auto liability claims, we also have umbrella policies with certain coverage-layer-specific aggregate limits,
whereby we could incur additional liability on claims in excess of our general self-insurance limits. Workers’
compensation and third-party casualty claims liabilities, which are reported in accrued expenses, totaled $217.6 million at
December 31, 2025 and $211.2 million at December 31, 2024. At December 31, 2025 and 2024, the reserve includes an
insured liability settlement for third-party casualty claims, for which the related receivable is recognized in other accounts
receivable. We do not discount our claims liabilities.
Liabilities for self-insured workers’ compensation and third-party casualty claims are based on the case-basis reserve
amounts plus an estimate of loss development and incurred but not reported (“IBNR”) claims, which is developed from
an independent actuarial analysis. The process of determining reserve requirements utilizes historical trends and involves
an evaluation of claim frequency and severity, claims management, and other factors. Case reserves established in prior
years are evaluated as loss experience develops and new information becomes available. Adjustments to previously
estimated case reserves are reflected in financial results in the periods in which they are made. Aggregate reserves represent
the best estimate of the costs of claims incurred, and it is possible that the ultimate liability may differ significantly from
such estimates, as a result of a number of factors, including increases in medical costs and other case-specific factors. A
10% increase in the estimate of IBNR would increase the total 2025 expense for workers’ compensation and third-party
casualty claims by approximately $12.2 million. The actual claims payments are charged against our accrued claims
liabilities which have been reasonable with respect to the estimates of the related claims.
RECENT ACCOUNTING PRONOUNCEMENTS
New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of
financial statements. Accounting pronouncements which have been issued but are not yet effective for our financial
statements are disclosed in Note B to our consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10-K.
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ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in certain interest rates, prices of diesel fuel, prices of equity and debt
securities, and foreign currency exchange rates. These market risks arise in the normal course of business, as we do not
engage in speculative trading activities. Further discussion of risks can be found in Item 1A (Risk Factors) included in
Part I of this Annual Report on Form 10-K.
Interest Rate Risk
We have exposures to changes in interest rates as follows:
Cash, cash equivalents, and short-term investments. At December 31, 2025 and 2024, cash, cash equivalents, and
short‑term investments totaled $124.2 million and $157.2 million, respectively. Substantially all cash equivalents were in
demand accounts with financial institutions. Our short-term investments were composed of certificates of deposit at
December 31, 2025 and 2024. Although the fair values of these instruments can fluctuate, we believe that the short-term,
liquid nature of these instruments and our ability to hold these instruments to maturity reduces our risk for potential
material losses.
Debt. Our debt portfolio includes notes payable to finance the purchase of certain revenue equipment and other equipment
with a fixed rate of interest, which mitigates the impact of fluctuations in interest rates. Future issuances of notes payable
could be impacted by increases in interest rates, which could result in higher interest costs. Future borrowings, if any,
under our Credit Facility and A/R Securitization are at a SOFR based variable interest rate and expose us to the risk of
increasing interest rates. Our Credit Facility, A/R Securitization and notes payable are further described in Note G to our
consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Liabilities associated with the supplemental benefit plan and the postretirement health benefit plan are remeasured on an
annual basis (and upon curtailment or settlement, if applicable) using the applicable discount rates at the measurement
date. The discount rates are determined by matching projected cash distributions from the plans with the appropriate
high‑quality corporate bond yields in a yield curve analysis. Changes in high-quality corporate bond yields will impact
interest expense associated with these benefit plans as well as the amount of liabilities recorded.
Other Market Risks
A portion of the cash surrender value associated with variable life insurance policies used to fund long-term nonunion
benefit arrangements, including the supplemental benefit plan and certain deferred compensation plans, are invested in
equity and fixed income securities through separate accounts and subject to market volatility. The portion of cash surrender
value of life insurance policies subject to market volatility was $28.2 million and $28.1 million at December 31, 2025 and
2024, respectively. A 10% change in market value of these investments would have a $2.8 million impact on income
before income taxes.
We are subject to market risk for increases in diesel fuel prices; however, this risk is mitigated somewhat by fuel surcharge
revenues, which are charged based on an index of national diesel fuel prices. When fuel surcharges constitute a higher
proportion of the total freight rate paid, customers are less receptive to increases in base freight rates. Prolonged periods
of inadequate base rate improvements adversely impact operating results, as elements of costs, including contractual wage
rates, continue to increase annually. We have not historically engaged in a program for fuel price hedging and did not have
any fuel hedging agreements outstanding at December 31, 2025 and 2024.
Operations outside of the United States are not significant to total revenues or assets, and, accordingly, we do not have a
formal foreign currency risk management policy. Revenues from non-U.S. operations amounted to 2% or less of total
consolidated revenues for both 2025 and 2024. Foreign currency exchange rate fluctuations have not had a material impact
on our consolidated financial statements, and they are not expected to in the foreseeable future. We have not entered into
any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse
fluctuations in foreign currency exchange rates.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is included in this Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID 248)
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Report of Independent Registered Public Accounting Firm (PCAOB ID 42)
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Consolidated Balance Sheets as of December 31, 2025 and 2024
65
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
66
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
67
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023
68
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
69
Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
ArcBest Corporation
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of ArcBest Corporation (a Delaware corporation) and
subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive
income, stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes and financial
statement schedule included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended
December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria
established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO”), and our report dated February 25, 2026, expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Workers’ compensation and third-party casualty claims liabilities
As described further in note B to the financial statements, the Company records estimated liabilities for workers’
compensation and third-party casualty claims. The Company is self-insured up to certain limits and accrues for the claims
liabilities based on the case reserve plus an estimate of loss development and incurred but not reported claims. We
identified the estimation of the Company’s workers’ compensation and third-party casualty claims liability as a critical
audit matter.
The principal considerations for our determination that the Company’s workers’ compensation and third-party casualty
claims liability is a critical audit matter are that there is a high degree of judgment and subjectivity in management’s
estimation of the severity and total costs to settle or dispose the claims.
63
Our audit procedures related to this critical audit matter included the following, among others:
•
We tested the operating effectiveness of controls over the workers’ compensation and third-party casualty claims,
including the completeness and accuracy of claim expenses and payments and management’s review over
actuarial calculations.
•
We tested management’s process for determining the workers’ compensation and third-party casualty claims
liabilities, including evaluating the reasonableness of the methods and assumptions used in estimating the ultimate
claim losses and assessing the competence and objectivity of the Company’s external actuaries with the assistance
of an actuarial specialist.
•
We tested the claims data used in the actuarial calculation by selecting samples of claims and inspecting source
documents to test key attributes of the claims data.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2025.
Tulsa, Oklahoma
February 25, 2026
64
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of ArcBest Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of ArcBest Corporation (the Company) as of
December 31, 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity and
cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement
schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended
December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 1972 to 2024.
Rogers, Arkansas
March 3, 2025
65
ARCBEST CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31
2025
2024
(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
102,030
$
127,444
Short-term investments
22,204
29,759
Accounts receivable, less allowances (2025 – $7,763; 2024 – $8,257)
370,969
394,838
Other accounts receivable, less allowances (2025 – $656; 2024 – $648)
26,295
36,055
Prepaid expenses
49,399
47,860
Prepaid and refundable income taxes
45,405
28,641
Other
9,761
11,045
TOTAL CURRENT ASSETS
626,063
675,642
PROPERTY, PLANT AND EQUIPMENT
Land and structures
566,071
520,119
Revenue equipment
1,201,386
1,166,161
Service, office, and other equipment
363,340
351,907
Software
190,673
182,396
Leasehold improvements
41,531
32,263
2,363,001
2,252,846
Less allowances for depreciation and amortization
1,219,564
1,186,800
PROPERTY, PLANT AND EQUIPMENT, net
1,143,437
1,066,046
GOODWILL
304,753
304,753
INTANGIBLE ASSETS, net
69,391
88,615
OPERATING RIGHT-OF-USE ASSETS
220,157
192,753
DEFERRED INCOME TAXES
9,303
9,536
OTHER LONG-TERM ASSETS
79,558
92,386
TOTAL ASSETS
$ 2,452,662
$
2,429,731
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
$
154,487
$
172,763
Accrued expenses
378,125
394,880
Current portion of long-term debt
87,882
63,978
Current portion of operating lease liabilities
36,394
34,364
TOTAL CURRENT LIABILITIES
656,888
665,985
LONG-TERM DEBT, less current portion
135,974
125,156
OPERATING LEASE LIABILITIES, less current portion
204,333
189,978
POSTRETIREMENT LIABILITIES, less current portion
13,696
13,361
DEFERRED INCOME TAXES
111,580
78,649
OTHER LONG-TERM LIABILITIES
34,470
42,240
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares;
issued 2025: 30,489,886 shares; 2024: 30,401,768 shares
305
304
Additional paid-in capital
338,083
329,575
Retained earnings
1,484,378
1,435,250
Treasury stock, at cost, 2025: 8,140,368 shares; 2024: 7,114,844 shares
(526,606)
(451,039)
Accumulated other comprehensive income (loss)
(439)
272
TOTAL STOCKHOLDERS’ EQUITY
1,295,721
1,314,362
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 2,452,662
$
2,429,731
The accompanying notes are an integral part of the consolidated financial statements.
66
ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31
2025
2024
2023
(in thousands, except share and per share data)
REVENUES
$
4,010,158
$ 4,179,019
$ 4,427,443
OPERATING EXPENSES
3,919,849
3,934,585
4,254,824
OPERATING INCOME
90,309
244,434
172,619
OTHER INCOME (COSTS)
Interest and dividend income
4,755
11,618
14,728
Interest and other related financing costs
(12,363)
(8,980)
(9,094)
Other, net
394
(28,358)
8,662
(7,214)
(25,720)
14,296
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
83,095
218,714
186,915
INCOME TAX PROVISION
22,997
45,353
44,751
NET INCOME FROM CONTINUING OPERATIONS
60,098
173,361
142,164
INCOME FROM DISCONTINUED OPERATIONS, net of tax
—
600
53,269
NET INCOME
$
60,098
$
173,961
$
195,433
BASIC EARNINGS PER COMMON SHARE
Continuing operations
$
2.63
$
7.36
$
5.92
Discontinued operations
—
0.03
2.22
$
2.63
$
7.39
$
8.14
DILUTED EARNINGS PER COMMON SHARE
Continuing operations
$
2.62
$
7.28
$
5.77
Discontinued operations
—
0.03
2.16
$
2.62
$
7.30
$
7.93
AVERAGE COMMON SHARES OUTSTANDING
Basic
22,837,401
23,553,410
24,018,801
Diluted
22,933,107
23,820,175
24,634,617
The accompanying notes are an integral part of the consolidated financial statements.
67
ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31
2025
2024
2023
(in thousands)
NET INCOME
$
60,098
$ 173,961
$ 195,433
OTHER COMPREHENSIVE LOSS, net of tax
Postretirement benefit plans:
Net actuarial loss, net of tax:
(2025 – $186; 2024 – $41; 2023 – $294)
(538)
(116)
(847)
Pension settlement expense, net of tax of: (2025 – $8)
23
—
—
Amortization of unrecognized net periodic benefit credit, net of tax:
(2025 – $217; 2024 – $257, 2023 – $342)
Net actuarial gain
(624)
(742)
(988)
Interest rate swap and foreign currency translation:
Change in unrealized loss on interest rate swap, net of tax:
(2024 – $447, 2023 – $475)
—
(1,263)
(1,341)
Change in foreign currency translation, net of tax:
(2025 – $178; 2024 – $683, 2023 – $141)
428
(1,931)
397
OTHER COMPREHENSIVE LOSS, net of tax
(711)
(4,052)
(2,779)
TOTAL COMPREHENSIVE INCOME
$
59,387
$ 169,909
$ 192,654
The accompanying notes are an integral part of the consolidated financial statements.
68
ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Accumulated
Additional
Other
Common Stock Paid-In
Retained
Treasury Stock
Comprehensive
Total
Shares Amount Capital Earnings Shares Amount Income (Loss)
Equity
(in thousands)
Balance at December 31, 2022
29,759
$ 298
$ 339,582
$ 1,088,693
5,529
$ (284,275)
$
7,103
$ 1,151,401
Net income
195,433
195,433
Other comprehensive loss, net of tax
(2,779)
(2,779)
Issuance of common stock under share-
based compensation plans
265
2
(2)
—
Shares withheld for employee tax
remittance on share-based compensation
(10,311)
(10,311)
Share-based compensation expense
11,692
11,692
Purchase of treasury stock
931
(91,531)
(91,531)
Dividends declared on common stock
(11,542)
(11,542)
Balance at December 31, 2023
30,024
300
340,961
1,272,584
6,460
(375,806)
4,324
1,242,363
Net income
173,961
173,961
Other comprehensive loss, net of tax
(4,052)
(4,052)
Issuance of common stock under share-
based compensation plans
378
4
(4)
—
Shares withheld for employee tax
remittance on share-based compensation
(22,737)
(22,737)
Share-based compensation expense
11,355
11,355
Purchase of treasury stock
655
(75,233)
(75,233)
Dividends declared on common stock
(11,295)
(11,295)
Balance at December 31, 2024
30,402
304
329,575
1,435,250
7,115
(451,039)
272
1,314,362
Net income
60,098
60,098
Other comprehensive loss, net of tax
(711)
(711)
Issuance of common stock under share-
based compensation plans
88
1
(1)
—
Shares withheld for employee tax
remittance on share-based compensation
(2,066)
(2,066)
Share-based compensation expense
10,575
10,575
Purchase of treasury stock
1,025
(75,567)
(75,567)
Dividends declared on common stock
(10,970)
(10,970)
Balance at December 31, 2025
30,490
$ 305
$ 338,083
$ 1,484,378
8,140
$ (526,606) $
(439) $ 1,295,721
The accompanying notes are an integral part of the consolidated financial statements.
69
ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
2025
2024
2023
(in thousands)
OPERATING ACTIVITIES
Net income
$
60,098
$
173,961
$
195,433
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
157,535
136,265
132,900
Amortization of intangibles
12,800
12,822
12,829
Share-based compensation expense
10,575
11,355
11,438
Provision for losses on accounts receivable
3,282
4,834
3,630
Change in deferred income taxes
33,372
22,437
(5,566)
(Gain) loss on sale of property and equipment
(15,308)
(2,176)
4,797
Pre-tax gain on sale of discontinued operations
—
(806)
(70,201)
Asset impairment charges
12,037
1,700
30,162
Change in fair value of contingent consideration
(2,650)
(90,250)
(19,100)
Change in fair value of equity investment
—
28,739
(3,739)
Changes in operating assets and liabilities:
Receivables
30,938
45,499
41,189
Prepaid expenses
(1,540)
(11,214)
2,563
Other assets
(8,344)
(4,120)
3,830
Income taxes
(16,579)
(14,956)
(10,657)
Operating right-of-use assets and lease liabilities, net
(11,019)
(7,205)
2,920
Accounts payable, accrued expenses, and other liabilities
(36,244)
(21,039)
(10,261)
NET CASH PROVIDED BY OPERATING ACTIVITIES
228,953
285,846
322,167
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings
(114,775)
(223,103)
(219,021)
Proceeds from sale of property and equipment
34,470
15,373
7,763
Proceeds from sale of discontinued operations
—
—
100,949
Purchases of short-term investments
(22,000)
(29,236)
(96,537)
Proceeds from sale of short-term investments
29,236
66,584
198,120
Capitalization of internally developed software
(13,391)
(16,897)
(12,977)
Other investing activities
9,756
—
—
NET CASH USED IN INVESTING ACTIVITIES
(76,704)
(187,279)
(21,703)
FINANCING ACTIVITIES
Borrowings under credit facilities
25,000
—
—
Payments on long-term debt
(108,133)
(120,518)
(69,180)
Net change in book overdrafts
(5,068)
(3,504)
(14,101)
Deferred financing costs
(859)
(62)
55
Payment of common stock dividends
(10,970)
(11,295)
(11,542)
Purchases of treasury stock
(75,567)
(75,233)
(91,531)
Payments for tax withheld on share-based compensation
(2,066)
(22,737)
(10,311)
NET CASH USED IN FINANCING ACTIVITIES
(177,663)
(233,349)
(196,610)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(25,414)
(134,782)
103,854
Cash and cash equivalents of continuing operations at beginning of period
127,444
262,226
158,264
Cash and cash equivalents of discontinued operations at beginning of period
—
—
108
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
102,030
$
127,444
$
262,226
NONCASH INVESTING ACTIVITIES
Equipment financed
$
117,855
$
80,714
$
33,495
Accruals for equipment received
$
555
$
463
$
1,727
Lease liabilities arising from obtaining right-of-use assets
$
50,195
$
49,452
$
62,425
The accompanying notes are an integral part of the consolidated financial statements.
70
NOTE A – ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT
PRESENTATION
Organization and Description of Business
ArcBest Corporation™ (the “Company”) is a multibillion-dollar integrated logistics company that leverages technology
and a full suite of shipping and logistics solutions across multiple modes of transportation to meet customers’ supply chain
needs. The Company, which started over a century ago as a local freight hauler, serves as a single end-to-end logistics
partner with global reach. The Company’s operations are conducted through its two reportable operating segments:
Asset‑Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”), and Asset‑Light,
which includes MoLo Solutions, LLC (“MoLo”), Panther Premium Logistics® (“Panther”), and certain other subsidiaries.
References to the Company in this Annual Report on Form 10-K are primarily to the Company and its subsidiaries on a
consolidated basis.
The Asset-Based segment represented approximately 66% of the Company’s 2025 total revenues before other revenues
and intercompany eliminations. As of December 2025, approximately 81% of the Asset-Based segment’s employees were
covered under the ABF National Master Freight Agreement (the “2023 ABF NMFA”), a collective bargaining agreement
with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2028.
On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary and reportable
operating segment of the Company. The sale of FleetNet was accounted for as discontinued operations. As such, historical
results of FleetNet have been excluded from both continuing operations and segment results for all periods presented.
Financial Statement Presentation
Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. All
significant intercompany accounts and transactions are eliminated in consolidation.
Segment Information: The Company uses the “management approach” for determining its reportable segment
information. The management approach is based on the way management organizes the reportable segments within the
Company for making operating decisions and assessing performance. See Note M for further discussion of segment
reporting.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in
the United States requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual amounts may differ from those estimates.
NOTE B – ACCOUNTING POLICIES
Cash, Cash Equivalents, and Short-Term Investments: Short-term investments that have a maturity of ninety days or
less when purchased are considered cash equivalents. Short-term investments consist of FDIC-insured certificates of
deposit with original maturities greater than ninety days and remaining maturities less than one year. Certificates of deposit
are valued at cost plus accrued interest, which approximates fair value. Interest and dividends related to cash, cash
equivalents, and short-term investments are included in interest and dividend income.
Concentration of Credit Risk: The Company is subject to concentrations of credit risk related to the portion of its cash,
cash equivalents, and short-term investments, which is not federally insured, as further discussed in Note C.
The Company’s services are provided primarily to customers throughout the United States and, to a lesser extent, Canada,
Mexico, and other international locations. On a consolidated basis, the Company had no single customer representing more
than 3% of its revenues in 2025, 2024, or 2023 or more than 7% of its accounts receivable balance at December 31, 2025
and 2024. The Company performs ongoing credit evaluations of its customers and generally does not require collateral.
Historically, credit losses have been within management’s expectations.
Receivable Allowances: The Company maintains allowances for credit losses and revenue adjustments on its trade
receivables. The Company estimates the allowance for credit losses based on historical write-offs, factors surrounding the
71
credit risk of specific customers, and forecasts of future economic conditions. In order to gather information regarding
these trends and factors, the Company performs ongoing credit evaluations of customers, an analysis of accounts receivable
aging by business segment, and an analysis of future economic conditions at period end. The allowance for revenue
adjustments is an estimate based on historical revenue adjustments and current information regarding trends and business
changes. Actual write-offs or adjustments could differ from the allowance estimates due to a number of factors, including
future changes in the forecasted economic environment or new factors and risks surrounding a particular customer.
Accounts receivable are written off when the accounts are turned over to a collection agency or when the accounts are
determined to be uncollectible. Actual write-offs and adjustments are charged against the allowances for credit losses and
revenue adjustments. The allowance for credit losses on the Company’s trade accounts receivable totaled $3.3 million at
December 31, 2025 and $4.4 million at December 31, 2024. During 2025, the allowance for credit losses increased
$3.5 million and was reduced $4.6 million by write-offs, net of recoveries.
Property, Plant and Equipment, Including Repairs and Maintenance: Purchases of property, plant and equipment are
recorded at cost. For financial reporting purposes, property, plant and equipment is depreciated principally by the
straight‑line method, using the following useful lives: structures
– primarily 15 to 60 years; revenue
equipment – 3 to 22 years; and other equipment – 2 to 16 years. The Company’s tractors and trailers, which are commonly
referred to as “revenue equipment” in the transportation industry, along with other property, plant and equipment are
depreciated over their estimated useful lives. Residual values and useful lives are reviewed periodically and adjusted when
appropriate. For tax reporting purposes, accelerated depreciation or cost recovery methods are used. Gains and losses on
asset sales are reflected in the year of disposal. Nonmonetary asset exchanges with commercial substance are measured at
the fair value of the assets exchanged. Tires purchased with revenue equipment are capitalized as a part of the cost of such
equipment, while replacement tires are expensed when placed in service. Repair and maintenance costs associated with
property, plant and equipment are expensed as incurred unless they extend the useful life of the asset, in which case the
costs are capitalized and depreciated over the remaining useful life.
Computer Software for Internal Use, Including Web Site Development and Cloud Computing Costs: The Company
capitalizes the costs of software acquired from third parties and qualifying internal computer software costs incurred during
the application development stage or during the implementation stage for cloud computing or hosting arrangements for
certain enterprise systems, such as finance, human resources, and transportation management applications that are
accounted for as service contracts with fees expensed as incurred. Costs incurred in the preliminary project stage and post-
implementation/operation stage, including maintenance and training costs, are expensed as incurred. Capitalized software
costs are amortized by the straight-line method, generally over 2 to 7 years. Capitalized costs related to cloud computing
and hosting arrangements are presented within prepaid expenses and other long‑term assets in the accompanying
consolidated balance sheets depending on the terms of the arrangement. The amount of costs capitalized within any period
is dependent on the nature of software development activities and projects in each period.
Impairment Assessment of Long-Lived Assets: The Company reviews its long-lived assets, including property, plant
and equipment, capitalized software, finite-lived intangible assets and right-of-use assets held under operating leases,
which are held and used in its operations, for impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. If such an event or change in circumstances is present, the Company
will estimate the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.
If the sum of the undiscounted future cash flows is less than the carrying amount of the related asset, the Company will
record the asset at the lesser of its carrying amount or fair value and recognize an impairment loss, if any, in operating
income. During 2025 and 2024, the Company evaluated certain long-lived assets for impairment (see Note C).
Assets to be disposed of are reclassified as assets held for sale at the lower of their carrying amount or fair value less cost
to sell. Assets held for sale primarily represent certain properties, revenue equipment, and other equipment. Adjustments
to write down assets to fair value less the amount of costs to sell are reported in operating income. Assets held for sale are
expected to be disposed of by selling the assets within the next 12 months. Gains and losses on sales of property and
equipment are reported in operating income. Assets held for sale of $7.8 million and $18.4 million were reported within
other long-term assets as of December 31, 2025 and 2024, respectively. As of December 31, 2025, assets held for sale
primarily include real estate properties. The fair value of these held for sale assets as of December 31, 2025 and 2024,
were determined using Level 2 inputs.
The Company recorded a pre-tax impairment charge of $5.4 million during the fourth quarter of 2025 as certain equipment
and inventory were evaluated as no longer usable in the current iterations of the Vaux program. These costs were reported
in the “Other and eliminations” line of consolidated operating income (see Note M).
72
Contingent Consideration: The Agreement and Plan of Merger for our acquisition of MoLo provided for additional cash
consideration based on the achievement of certain incremental targets of adjusted earnings before interest, taxes,
depreciation, and amortization (“adjusted EBITDA”) for each of the years ended December 31, 2023, 2024, and 2025
(“the earnout period”). The Company recorded the estimated fair value of contingent earnout consideration at the
acquisition date as part of the purchase price consideration for the acquisition. The fair value of the contingent earnout
consideration liability was determined using a Monte Carlo simulation with Level 3 inputs including volatility factors,
projected revenue and expenses or adjusted EBITDA, and the discount rate. The liability for contingent earnout
consideration was remeasured at each quarterly reporting date within the earnout period and any change in fair value as a
result of the recurring assessments was recognized in operating income (see Note C). The adjusted EBITDA metrics were
below threshold target for all three years, resulting in no earnout payment under the agreement and no liability at
December 31, 2025.
Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price in a business combination over the
fair value of net tangible and intangible assets acquired. Goodwill is not amortized but rather is evaluated for impairment
annually as of October 1 or more frequently if indicators of impairment exist (see Note D). The Company typically assesses
qualitative factors but may also use a quantitative analysis to determine whether it is more likely than not that the fair value
of the reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair
value of the reporting unit is less than its carrying value, a quantitative valuation of the reporting unit is prepared to measure
the amount of goodwill impairment, if any.
Indefinite-lived intangible assets are also not amortized but rather are evaluated for impairment annually or more
frequently if indicators of impairment exist. Consistent with goodwill, the Company typically assesses qualitative factors
but may perform a quantitative assessment to determine if it is more likely than not that the fair value of the indefinite‑lived
intangible asset is less than its carrying value. A quantitative analysis is performed if it is determined it is more likely than
not the indefinite-lived intangible is impaired. The Company’s annual impairment assessment of the indefinite-lived
intangible asset within the Asset-Light segment as of October 1, 2025 resulted in a pre-tax noncash asset impairment
charge (see Note D).
The Company amortizes finite-lived intangible assets over their respective estimated useful lives.
Income Taxes: The Company accounts for income taxes under the asset and liability method. Under this method, deferred
tax assets and liabilities, which are recorded as noncurrent by jurisdiction, are recognized based on the temporary
differences between the book value and the tax basis of certain assets and liabilities and the tax effect of operating loss
and tax credit carryforwards. Deferred income taxes relate principally to asset and liability basis differences resulting from
the timing of depreciation deductions and to temporary differences in the recognition of certain revenues and expenses.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company
classifies any interest and penalty amounts related to income tax matters as operating expenses.
Management applies judgment in determining the consolidated income tax provision, including valuation allowances on
deferred tax assets. The valuation allowance for deferred tax assets is determined by evaluating whether it is more likely
than not that the benefits of deferred tax assets will be realized through future reversal of existing taxable temporary
differences, taxable income in carryback years in jurisdictions in which they are allowable, projected future taxable
income, or tax-planning strategies. Uncertain tax positions, which also require significant judgment, are measured to
determine the amounts to be recognized in the financial statements. The income tax provision and valuation allowances
are complicated by complex and frequently changing rules administered in multiple jurisdictions, including U.S. federal,
state, and foreign governments.
Book Overdrafts: Issued checks that have not cleared the bank as of December 31 result in book overdraft balances for
accounting purposes which are classified within accounts payable in the accompanying consolidated balance sheets. Book
overdrafts amounted to $10.6 million at December 31, 2025 and $15.6 million at December 31, 2024. The change in book
overdrafts is reported as a component of financing activities within the statement of cash flows.
Insurance Reserves: The Company is self-insured up to certain limits for workers’ compensation, certain third-party
casualty claims, and cargo loss and damage claims. Amounts in excess of the self-insured limits are fully insured to levels
73
which management considers appropriate for the Company’s operations. The Company’s claims liabilities have not been
discounted.
Liabilities for self-insured workers’ compensation and third-party casualty claims are based on the case reserve amounts
plus an estimate of loss development and incurred but not reported (“IBNR”) claims, which is developed from an
independent actuarial analysis. The process of determining reserve requirements utilizes historical trends and involves an
evaluation of claim frequency and severity, claims management, and other factors. Case reserves are evaluated as loss
experience develops and new information becomes available. Adjustments to previously estimated aggregate reserves are
reflected in financial results in the periods in which they are made. Aggregate reserves represent an estimate of the costs
of claims incurred, and it is possible that the ultimate liability may differ significantly from such estimates.
The Company develops an estimate of self-insured cargo loss and damage claims liabilities based on historical trends and
certain event-specific information.
Claims liabilities are recorded in accrued expenses and are not offset by insurance receivables which are reported in other
accounts receivable.
Loss Contingencies: The Company is involved in various legal actions arising in the ordinary course of business. The
Company assesses loss contingencies by estimating the likelihood of loss or the incurrence of a liability. The Company
records a liability and expense for loss contingencies when it is both probable that a liability has been incurred and the
amount of the loss can be reasonably estimated. The Company’s legal matters are discussed in Note N.
Leases: The Company leases, primarily under operating lease arrangements, certain facilities used primarily in the
Asset‑Based segment service center operations, certain facilities and revenue equipment used in the Asset-Light segment
operations, and certain other facilities and office equipment. Right-of-use assets and lease liabilities for operating leases
are recorded on the balance sheet, and the related lease expense is recorded on a straight-line basis over the lease term in
operating expenses. Included in lease expense are any variable lease payments incurred in the period that were not included
in the initial lease liability.
The Company elected the practical expedient for leases with a term of 12 months or less exempting balance sheet treatment
for all classes of assets to include real property, revenue equipment, and service, office, and other equipment. The Company
adopted the policy election as a lessee for all classes of assets to account for each lease component and its related non‑lease
component(s) as a single lease component. In determining the discount rate, the Company uses ArcBest Corporation’s
incremental borrowing rate unless the rate implicit in the lease is readily determinable when entering into a lease as a
lessee. The incremental borrowing rate is determined by the price of a fully collateralized loan with similar terms based
on current market rates.
An assessment is made on or after the effective date of newly signed contracts as to whether the contract is, or contains, a
lease at the inception of a contract. The operating right-of-use asset is measured as the initial amount of the operating lease
liability, plus any initial direct costs incurred, less any prepayments prior to commencement or lease incentives received.
The operating lease liability is initially measured at the present value of the lease payments, discounted using the
Company’s secured incremental borrowing rate for the same term as the underlying lease unless the interest rate implicit
in the lease is readily determined, then the implicit rate will be used. Lease payments included in the measurement of the
lease liability are comprised of the following: (1) the fixed noncancelable lease payments, (2) payments for optional
renewal periods where it is reasonably certain the renewal period will be exercised, and (3) payments for early termination
options unless it is reasonably certain the lease will not be terminated early. Variable lease payments based on an index or
rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the
initial lease liability. Variable lease cost for operating leases consists of subsequent changes in the consumer price index,
rent payments that are based on usage, and other lease-related payments which are subject to change and not considered
fixed payments. Additional payments based on the change in an index or rate are recorded as a period expense when
incurred. Lease modifications result in remeasurement of the lease liability.
Supplemental Benefit and Postretirement Health Benefit Plans: The Company recognizes the funded status of the
supplemental benefit plan (the “SBP”) and postretirement health benefit plan in the consolidated balance sheet and
recognizes changes in the funded status, net of tax, in the year in which they occur as a component of other comprehensive
income or loss. The benefit obligations of the SBP and postretirement health benefit plan represent the funded status, as
these plans do not have plan assets. Amounts recognized in other comprehensive income or loss are subsequently expensed
74
as components of net periodic benefit cost by amortizing unrecognized net actuarial losses over the average remaining
active service period of the plan participants and amortizing unrecognized prior service credits over the remaining years
of service until full eligibility of the active participants at the time of the plan amendment which created the prior service
credit. A corridor approach is not used for determining the amounts of net actuarial losses to be amortized.
The Company has not incurred service costs under the SBP since the accrual of benefits under the plan was frozen on
December 31, 2009. The Company incurs service costs under the postretirement health benefit plan which is reported
within operating expenses in the consolidated statements of operations. The other components of net periodic benefit cost
(credit) of the SBP (including pension settlement expense) and the postretirement health benefit plan are reported within
the other line item of other income (costs).
The expense and liability related to the postretirement health benefit plan are measured based upon a number of
assumptions and using the services of a third-party actuary. Assumptions are made regarding the discount rate, expected
retirement age, mortality, employee turnover, and future increases in health care costs. The discount rate used to discount
the postretirement health benefit plan obligation is determined by matching projected cash distributions with appropriate
high-quality corporate bond yields in a yield curve analysis. The assumptions used directly impact the net periodic benefit
cost (credit) for a particular year. An actuarial gain or loss results when actual experience varies from the assumptions or
when there are changes in actuarial assumptions. Actuarial gains and losses are not included in net periodic benefit cost
(credit) in the period when they arise but are recognized as a component of other comprehensive income or loss and
subsequently amortized as a component of net periodic benefit cost (credit).
The Company uses December 31 as the measurement date for the SBP and postretirement health benefit plan. Plan
obligations are also remeasured upon curtailment and upon settlement. Benefit distributions under the SBP individually
exceed the annual interest cost of the plan, which triggers settlement accounting. The Company records the related
settlement expense when the amount of the benefit to be distributed is fixed, which is generally upon an employee’s
termination of employment. Final pension settlement expense for the SBP was recognized at December 31, 2025, upon
retirement of the remaining participant in the plan (see Note I).
Revenue Recognition: Revenues are recognized when or as control of the promised services is transferred to the customer,
in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenue
adjustments occur due to freight bill rating or other billing adjustments. The Company also estimates revenue adjustments
based on historical information and current trends, and revenue is recognized accordingly.
Asset-Based Segment
Asset-Based segment revenues consist primarily of less-than-truckload freight delivery. Performance obligations are
satisfied upon final delivery of the freight to the specified destination. Revenue is recognized in each reporting period
based on the expense incurred relative to each shipment’s transit time. A bill‑by‑bill analysis is used to establish estimates
of revenue in transit for recognition in the appropriate period. Because the bill‑by‑bill methodology utilizes the
approximate location of the shipment in the delivery process to determine the revenue to recognize, management believes
it to be a reliable method.
Certain contracts may provide for volume-based or other discounts which are accounted for as variable consideration. The
Company estimates these amounts based on a historical expectation of discounts to be earned by customers, and revenue
is recognized based on the estimates. Management believes that actual amounts will not vary significantly from estimates
of variable consideration.
Revenue, purchased transportation expense, and third-party service expenses are reported on a gross basis for shipments
and services where the Company utilizes a third-party carrier for pickup, linehaul, delivery of freight, or performance of
services but remains primarily responsible for fulfilling delivery to the customer and maintains discretion in setting the
price for the services.
Asset-Light Segment
Asset-Light segment revenues consist primarily of asset-light logistics services using third-party vendors to provide
transportation services. Asset-Light segment revenue is recognized based on the relative transit time in each reporting
period using estimated standard delivery times for freight in transit at the end of the reporting period. Purchased
transportation expense is recognized as incurred consistent with the recognition of revenue.
75
Revenue and purchased transportation expense are reported on a gross basis for shipments and services where the Company
utilizes a third-party carrier for pickup and delivery but remains primarily responsible to the customer for delivery and
maintains discretion in setting the price for the service.
Other Recognition and Disclosure
Payment terms with customers may vary depending on the service provided, location or specific agreement with the
customer. Payment terms generally vary between 30 to 90 days. For certain services, payment is required before the
services are provided to the customer.
The Company expenses sales commissions when incurred because the amortization period is one year or less.
Comprehensive Income or Loss: Comprehensive income or loss consists of net income and other comprehensive income
or loss, net of tax. Other comprehensive income or loss refers to revenues, expenses, gains, and losses that are not included
in net income for the period but rather are recorded directly to stockholders’ equity. The Company reports the components
of other comprehensive income or loss, net of tax, by their nature and discloses the tax effect allocated to each component
in the consolidated statements of comprehensive income. The accumulated balance of other comprehensive income or loss
is displayed separately in the consolidated statements of stockholders’ equity, and the components of the balance are
reported in Note J. The changes in accumulated other comprehensive income or loss, net of tax, and the significant
reclassifications out of accumulated other comprehensive income or loss are disclosed, by component, in Note J.
Earnings Per Share: Basic earnings per share is calculated by dividing net income by the daily weighted number of shares
of the Company’s common stock outstanding for the period. Diluted earnings per share is calculated using the treasury
stock method. Under this method, the denominator used in calculating diluted earnings per share includes the impact of
unvested restricted equity awards.
Share-Based Compensation: The fair value of restricted stock awards is determined based upon the closing market price
of the Company’s common stock on the date of grant, adjusted for the present value of dividends which are not payable
with respect to unvested restricted stock units (“RSUs”). The RSUs generally vest over a specified time beginning on the
grant date. RSUs granted follow a three-year ratable vesting schedule with one‑third of the grants vesting each year.
Awards granted to non‑employee directors typically vest at the end of a one‑year period, subject to accelerated vesting
due to death, disability, retirement, or change-in-control provisions. When RSUs become vested, the Company issues new
shares in settlement of the RSU award. The Company recognizes the income tax benefits of dividends on share‑based
payment awards as income tax expense or benefit in the consolidated statements of operations when awards vest or are
settled.
Share-based awards are amortized to compensation expense on a straight-line basis over the vesting period of awards or
over the period to which the recipient first becomes eligible for retirement, whichever is shorter, with vesting accelerated
upon death or disability. The Company recognizes forfeitures as they occur, and the income tax effects of awards are
recognized in the statement of operations when awards vest or are settled.
Advertising: The Company expenses advertising costs as incurred. These costs totaled $23.9 million, $22.3 million, and
$27.8 million for 2025, 2024, and 2023, respectively.
Fair Value Measurements: The Company discloses the fair value measurements of its financial assets and liabilities. Fair
value measurements are disclosed in accordance with the following hierarchy of valuation approaches based on whether
the inputs of market data and market assumptions used to measure fair value are observable or unobservable:
•
Level 1 – Quoted prices for identical assets and liabilities in active markets.
•
Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by
observable market data.
•
Level 3 – Unobservable inputs (based on the Company’s market assumptions) that are significant to the valuation
model.
Environmental Matters: The Company expenses environmental costs related to existing conditions resulting from past
or current operations and from which no current or future benefit is discernible. Expenditures which extend the life of the
related property or mitigate or prevent future environmental contamination are capitalized. Amounts accrued reflect
76
management’s best estimate of the future undiscounted exposure related to identified properties based on current
environmental regulations, management’s experience with similar environmental matters, and testing performed at certain
sites. The estimated liability is not reduced for possible recoveries from insurance carriers or other third parties.
Adopted Accounting Pronouncements
In the fourth quarter of 2025, the Company adopted an amendment to Accounting Standards Codification (“ASC”) Topic
740, Income Taxes, which was amended in December 2023 through the issuance of Accounting Standards Update (“ASU”)
No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), to improve income tax disclosures primarily
related to the rate reconciliation and income taxes paid information. This ASU was applied prospectively and did not have
a significant impact on the Company’s disclosures (see Note E).
Accounting Pronouncements Not Yet Adopted
ASC Topic 220, Disaggregation of Income Statement Expenses, was amended in November 2024 through the issuance of
ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASU
2024-03”), which requires additional disclosure of specified information about certain costs and expenses. ASU 2024-03
is effective for fiscal years beginning after December 15, 2026, while early adoption is permitted. The Company is
currently assessing the amendment’s impact on the Company’s disclosures.
ASC Topic 350, Intangibles - Goodwill and Other, was amended in September 2025 through the issuance of ASU No.
2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the
Accounting for Internal-Use Software (“ASU 2025-06”), which eliminates accounting consideration of software project
development stages and clarifies the threshold applied to begin capitalizing costs. ASU 2025-06 is effective for fiscal years
beginning after December 15, 2027, while early adoption is permitted. The Company is currently assessing the
amendment's impact on the Company's internal-use software capitalization policies, projects, and disclosures.
ASC Topic 270, Interim Reporting, was amended in December 2025 through the issuance of ASU No. 2025-11, Interim
Reporting – Narrow-Scope (“ASU 2025-11”), which clarifies interim disclosure requirements. ASU 2025-11 is effective
for fiscal years beginning after December 15, 2027, while early adoption is permitted. The ASU does not change the
fundamental nature of interim reporting or expand or reduce existing interim disclosure requirements.
NOTE C – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial Instruments
The components of cash and cash equivalents and short-term investments as of December 31 are presented in the following
table:
2025
2024
(in thousands)
Cash and cash equivalents
Cash deposits(1)
$
72,280
$
83,048
Money market funds(2)
29,750
44,396
Total cash and cash equivalents
$
102,030
$
127,444
Short-term investments
Certificates of deposit(3)
$
22,204
$
29,759
(1)
Recorded at cost plus accrued interest, which approximates fair value.
(2)
Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities
measured at fair value within this Note).
(3)
Recorded at cost plus accrued interest, which approximates fair value due to its short-term nature and is categorized in Level 2 of
the fair value hierarchy.
The Company’s long-term financial instruments are presented in the table of financial assets and liabilities measured at
fair value within this Note.
77
Concentrations of Credit Risk of Financial Instruments
The Company is subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments.
The Company reduces credit risk by maintaining its cash deposits and short-term investments in accounts and certificates
of deposit that are primarily FDIC‑insured. However, certain cash deposits and certificates of deposit may exceed federally
insured limits. At December 31, 2025 and 2024, cash deposits and short-term investments totaling $31.1 million and
$51.7 million, respectively, were not FDIC insured. The Company also holds money market funds, which are invested in
U.S. government securities and repurchase agreements collateralized solely by U.S. government securities.
Fair value and carrying value disclosures of financial instruments as of December 31 are presented in the following table:
2025
2024
(in thousands)
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
Notes payable(1)
$ 223,856
$ 225,797
$ 189,134
$ 187,675
New England Pension Fund withdrawal liability(2)
17,906
16,258
18,671
16,783
$ 241,762
$ 242,055
$ 207,805
$ 204,458
(1)
Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending
institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).
(2)
ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the
“New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a
related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future
withdrawal liability payments, discounted at an interest rate of 5.9% at December 31, 2025 and 6.0% at December 31, 2024
determined using the 20‑year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of December 31, 2025, the
outstanding withdrawal liability totaled $17.9 million, of which $0.8 million was recorded in accrued expenses and the remaining
portion was recorded in other long-term liabilities.
78
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The assets and liabilities that are measured at fair value on a recurring basis as of December 31 are presented in the
following table:
2025
Fair Value Measurements Using
Quoted Prices Significant Significant
In Active
Observable Unobservable
Markets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
(in thousands)
Assets:
Money market funds(1)
$
29,750
$
29,750
$
—
$
—
Equity, bond, and money market mutual funds held in trust related to the Voluntary
Savings Plan(2)
5,166
5,166
—
—
$
34,916
$
34,916
$
—
$
—
2024
Fair Value Measurements Using
Quoted Prices Significant Significant
In Active
Observable Unobservable
Markets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
(in thousands)
Assets:
Money market funds(1)
$
44,396
$
44,396
$
—
$
—
Equity, bond, and money market mutual funds held in trust related to the Voluntary
Savings Plan(2)
5,570
5,570
—
—
$
49,966
$
49,966
$
—
$
—
Liabilities:
Contingent consideration(3)
$
2,650
$
—
$
—
$
2,650
(1)
Included in cash and cash equivalents.
(2)
Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and
corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Included in other
long-term assets, with a corresponding liability reported within other long-term liabilities.
(3)
The estimated fair value of contingent consideration related to the acquisition of MoLo (see Note B) was determined by assessing
Level 3 inputs. The Level 3 assessments utilized a Monte Carlo simulation with inputs including scenarios of estimated revenues
and expenses to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount
rate applied, which was 12.9% as of December 31, 2024. The Company reduced the contingent consideration for the MoLo
acquisition to zero during 2025 as the related earnout calculation did not meet the required adjusted EBITDA thresholds for
payment as specified in the Agreement and Plan of Merger.
The following table provides the change in fair value of the liabilities measured at fair value using inputs categorized in
Level 3 of the fair value hierarchy:
Contingent Consideration
(in thousands)
Balance at December 31, 2024
$
2,650
Change in fair value included in operating expenses
(2,650)
Balance at December 31, 2025
$
—
79
Assets Measured at Fair Value on a Nonrecurring Basis
The Company remeasures certain assets on a nonrecurring basis upon events or changes in circumstances that indicate the
carrying amount may not be recoverable. The following table provides the changes in long-lived assets and intangibles
measured on a nonrecurring basis during the years ended December 31:
2025
2024
(in thousands)
Intangible assets(1)
$
(6,640)
$
—
Equity investment(2)
$
—
$
(28,739)
Revenue equipment(3)
$
—
$
(1,393)
Software(3)
$
—
$
(307)
(1)
During the fourth quarter of 2025, the Company recorded an impairment charge related to its indefinite-lived Panther trade name
intangible asset within the Asset-Light reporting unit. The impairment was the result of a decline in projected revenue and
profitability in the current recessionary freight environment. The fair value of the trade name was estimated as of October 1, 2025
using relief from royalty method by calculating the present value of the after-tax cost savings associated with owning the trade
name and, therefore, not having to pay royalties for its use, which incorporates significant unobservable inputs categorized in
Level 3 of the fair value hierarchy. Key assumptions included projected financial information, a royalty rate of 1.3%, and a discount
rate of 16.2%.
(2)
In November 2021, the Company recorded an equity investment for $25.0 million in Phantom Auto, a startup provider of human-
centered remote operation software. The equity investment was accounted for as a nonmarketable equity security without a readily
determinable value using the measurement alternative, which allowed the investment to be recorded at cost, less any impairment
and adjusted for observable price changes. During 2023, the fair value of the Company’s investment in Phantom Auto increased
based on an observable price change upon the closing of Phantom Auto’s Series B-2 funding round as of April 26, 2023. During
the first quarter of 2024, the Company was notified that Phantom Auto was ceasing operations due to liquidity concerns from
failing to secure additional funding from investors or lenders. As a result, the Company assessed the likelihood of recovering its
investment as remote and recorded a pre-tax, noncash impairment charge, to write off the equity investment in Phantom Auto,
which was recognized below the operating income line in “Other, net” within “Other income (costs)” using inputs categorized in
Level 3 of the fair value hierarchy.
(3)
During the fourth quarter of 2024, the Company recorded impairment charges for certain revenue equipment and software as part
of a strategic decision to adjust capacity within Asset-Light’s operations. The impairment charges were reported in operating
expenses in the consolidated statements of operations for the year ended December 31, 2024. Inputs used in the fair value
measurements of these assets were categorized in Level 2 of the fair value hierarchy. The software was impaired after it was
determined it was no longer going to be utilized and the revenue equipment was written down to fair value, less cost to sell, of
$4.6 million when it was reclassified to assets held for sale at fair value, which is reported within other long-term assets as of
December 31, 2024.
NOTE D – GOODWILL AND INTANGIBLE ASSETS
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. The
goodwill balance of $304.8 million at December 31, 2025 and 2024 relates to the Asset-Light segment. The accumulated
impairment of goodwill at December 31, 2025 and 2024 totaled $20.0 million.
Goodwill and indefinite-lived intangible assets are not amortized but evaluated for impairment annually as of October 1,
or more frequently if indicators of impairment exist (see Note B). The annual impairment evaluation of the goodwill and
indefinite-lived intangible assets of the Asset-Light reporting unit was performed as of October 1, 2025. A third-party
valuation specialist was utilized in performing the annual impairment analysis and it was determined that there was no
impairment to the recorded goodwill balance. However, it was determined that its indefinite-lived trade name within the
Asset-Light reporting unit was impaired. A noncash asset impairment charge of $6.6 million, included within the asset
impairments charges line of Asset-Light segment operating expenses, was recorded during the fourth quarter of 2025 as
the result of a decline in projected revenue and profitability in the current recessionary freight environment (see Note C).
The evaluation of goodwill impairment requires management’s judgement and the use of estimates and assumptions to
determine if indicators of impairment exist at an interim date. Assumptions require considerable judgement because
changes in broad economic factors and industry factors can result in variable and volatile fair values. Changes in key
estimates and assumptions that impact the fair value of the operations, including the impact of excess capacity and a soft
truckload market rate environment, could materially affect future analyses and result in material impairments of goodwill
and indefinite-lived intangible assets.
80
Intangible assets as of December 31 consisted of the following:
2025
2024
Weighted-Average
Accumulated Impairment
Net
Accumulated
Net
Amortization Period
Cost
Amortization
Charge
Value
Cost
Amortization Value
(in years)
(in thousands)
(in thousands)
Finite-lived intangible
assets
Customer relationships
12
$ 99,579
$
68,206
$
—
$ 31,373
$ 99,579
$
59,782
$ 39,797
Other
9
30,655
18,297
—
12,358
30,438
13,920
16,518
11
130,234
86,503
—
43,731
130,017
73,702
56,315
Indefinite-lived intangible
asset
Trade name(1)
N/A
32,300
N/A
6,640
25,660
32,300
N/A
32,300
Total intangible assets
N/A
$ 162,534
$
86,503
$
6,640
$ 69,391
$ 162,317
$
73,702
$ 88,615
(1)
A noncash asset impairment charge was recorded in fourth quarter 2025, as previously discussed.
As of December 31, 2025, the future amortization for intangible assets acquired through business acquisitions was as
follows:
Amortization of
Intangible Assets
(in thousands)
2026
$
8,693
2027
7,269
2028
7,269
2029
7,223
2030
6,712
Thereafter
6,565
Total amortization
$
43,731
NOTE E – INCOME TAXES
On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful
Bill Act (the “OBBB”). The OBBB contains several changes to corporate taxation, such as the permanent extension of
certain expiring provisions of the Tax Cuts and Jobs Act of 2017, including 100% expensing of qualified depreciable assets
and modifications to capitalization of research and development expenses. The OBBB has multiple effective dates with
certain provisions effective in 2025 and others implemented through 2027. As a result of the OBBB changes, the Company
recognized a one-time accelerated current tax benefit of $26.6 million during 2025. This benefit primarily reflects
$101.2 million of tax deductions for 100% expensing of fixed asset additions purchased between January 20 and
June 30, 2025, and the immediate expensing of previously capitalized research and development costs. These items
increased deferred tax liability and reduced the federal income tax liability and related tax payments for 2025, with no
material impact on the 2025 effective tax rate.
The Company prospectively applied Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax
Disclosures (“ASU 2023-09”). As such, information presented below for 2024 and 2023 has not been recast to conform
to current-year presentation.
Income before provision for income taxes was as follows for the year ended December 31:
2025
(in thousands)
Domestic
$
81,820
Foreign
1,275
Total income before income taxes
$
83,095
81
Significant components of the total provision for income taxes for the years ended December 31 were as follows:
2025
2024
2023
(in thousands)
Current provision (benefit) on continuing operations:
Federal
$
(10,336)
$
18,195
$
38,860
State
(464)
3,793
10,949
Foreign
425
928
508
(10,375)
22,916
50,317
Deferred provision (benefit) on continuing operations:
Federal
27,288
17,532
(4,882)
State
6,161
5,058
(682)
Foreign
(77)
(153)
(2)
33,372
22,437
(5,566)
Current provision on discontinued operations:
Federal
—
169
14,656
State
—
36
3,599
—
205
18,255
Total provision for income taxes
$
22,997
$
45,558
$
63,006
Reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate
to income before income taxes after the adoption of ASU 2023-09 is as follows for the year ended December 31:
2025
(in thousands, except percentages)
Income tax provision at the statutory federal rate
$
17,450
21.0 %
State income taxes, net of federal income tax effect(1)
6,158
7.4
Foreign income tax provision
1,169
1.4
Tax credits
Federal research and development tax credits
(1,543)
(1.9)
Federal employment tax credits
(1,577)
(1.9)
Foreign tax credits generated
(1,068)
(1.3)
Net increase in valuation allowance
1,063
1.3
Nontaxable and nondeductible items
237
0.3
Other adjustments
1,108
1.4
Total provision for income taxes
$
22,997
27.7 %
(1)
The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include
Pennsylvania, California, Illinois, Wisconsin, Indiana, New Mexico, and Florida.
82
Reconciliation between effective income tax rate, as computed on income from continuing operations before income taxes,
and the statutory federal income tax rate for years ended December 31 prior to the adoption of ASU 2023-09 is presented
in the following table:
2024
2023
(in thousands, except percentages)
Income tax provision at the statutory federal rate of 21.0%
$
45,930 $
39,252
Federal income tax effects of:
State income taxes
(1,859)
(2,156)
Settlement of share-based compensation(1)
(9,169)
(3,989)
Non-deductible compensation under IRC Section 162(m)
3,668
3,103
Other
(2,843)
(2,232)
Federal income tax provision
35,727
33,978
State income tax provision
8,851
10,267
Foreign income tax provision
775
506
Total provision for income taxes
$
45,353
$
44,751
Effective tax rate
20.7 %
23.9 %
(1)
The tax benefits for 2024 and 2023 are primarily due to the vesting of RSUs granted in 2021 and 2022 at the end of a four-year
and three-year period, respectively. RSUs granted subsequent to 2021 follow a graded vesting schedule, with RSUs vesting
incrementally over a specified period of time, rather than fully vesting at the end of the vesting period.
The Company's total effective tax rate was 27.7%, 20.8% and 24.4% for 2025, 2024 and 2023, respectively, including
discontinued operations. The effective tax rate from discontinued operations was 25.5% for both 2024 and 2023. State tax
rates vary among states and average approximately 6.0%, although some state rates are higher, and a small number of
states do not impose an income tax.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the
deferred tax assets and liabilities of continuing operations at December 31 were as follows:
2025
2024
(in thousands)
Deferred tax assets:
Accrued expenses
$
67,563
$
66,211
Operating lease right-of-use liabilities
60,067
56,119
Multiemployer pension fund withdrawal
4,468
4,688
Postretirement liabilities other than pensions
3,599
3,428
Share-based compensation
2,044
2,239
Federal and state net operating loss carryovers
6,722
4,383
Receivable allowances
2,556
2,666
Other
4,038
2,580
Total deferred tax assets
151,057
142,314
Valuation allowance
(4,452)
(1,731)
Total deferred tax assets, net of valuation allowance
$
146,605
$
140,583
Deferred tax liabilities:
Amortization, depreciation, and basis differences for property, plant and equipment, and other
long-lived assets
$
153,825
$
121,400
Operating lease right-of-use assets
55,010
48,271
Intangibles
33,392
33,680
Prepaid expenses
6,655
6,345
Total deferred tax liabilities
248,882
209,696
Net deferred tax liabilities
$
(102,277)
$
(69,113)
83
Income taxes paid, net of refunds, were as follows for the year ended December 31:
2025
(in thousands)
Federal
$
2,300
State
$
2,275
Tennessee
594
Foreign
$
2,203
Canada Federal
1,621
Total income taxes paid, net of refunds
$
6,778
Income taxes paid, excluding income tax refunds of $33.1 million, totaled $71.1 million in 2024, while income taxes paid,
excluding income tax refunds of $36.4 million, totaled $115.7 million in 2023.
Under Accounting Standards Codification Topic 718, Compensation – Stock Compensation, the Company may experience
volatility in its income tax provision as a result of recording all excess tax benefits and tax deficiencies in the income
statement upon settlement of awards, which occurs primarily during the second quarter of each year. The 2025 tax rate
reflects an expense of 1.2% related to the settlement of share-based compensation, while the 2024 and 2023 tax rates
reflect tax benefits of 5.2% and 2.8%, respectively.
At December 31, 2025, the Company had gross federal net operating loss carryforwards of $0.3 million, which do not
expire. Gross state net operating losses of $155.3 million have expiration dates ranging from 2033 through 2045. Gross
state net operating losses of $63.9 million are for subsidiaries that have had taxable losses for three or more prior tax years
in jurisdictions with a carryforward period of less than 15 years or have other nexus issues that reduce the likelihood of
the losses. These net operating loss carryforwards have been fully reserved with valuation allowances of $2.4 million at
December 31, 2025 and $0.7 million at December 31, 2024.
As the Canadian tax rate is higher than the U.S. tax rate, it is unlikely that foreign tax credit carryforwards will be usable,
as U.S. taxes will be paid at a lower rate than the tax rates in Canada. Thus, the foreign tax credit carryover is fully reserved,
resulting in valuation allowances of $2.1 million at December 31, 2025 and $1.0 million at December 31, 2024.
Consolidated federal income tax returns filed for tax years through 2021 are closed by the applicable statute of limitations.
The Company is currently under examination by two foreign taxing authorities at December 31, 2025. No federal or state
examinations were in process at December 31, 2025.
NOTE F – LEASES
The Company has operating lease arrangements for certain facilities and revenue equipment used in the Asset-Based and
Asset-Light segment operations and certain other facilities and office equipment. Current operating leases have remaining
terms of approximately 22 years or less, some of which include one or more options to renew, with renewal option terms
up to ten years. There is one early termination option available on an operating lease as of December 31, 2025, provided
notification is given 24 months prior to the end of the lease term, which is included in the right-of-use assets and liabilities
as of December 31, 2025.
The components of operating lease expense for the years ended December 31 were as follows:
2025
2024
2023
(in thousands)
Operating lease expense
$ 46,453
$ 42,772
$ 38,794
Variable lease expense
9,080
7,183
6,804
Sublease income
(4,722)
(2,631)
(246)
Total operating lease expense
$ 50,811
$ 47,324
$ 45,352
84
The operating cash flows from operating lease activity for the years ended December 31 were as follows:
2025
2024
2023
(in thousands)
Noncash change in operating right-of-use assets
$ 34,292
$ 34,445
$ 33,470
Cash payments to obtain right-of-use assets
(11,500)
(7,752)
—
Change in operating lease liabilities
(33,811)
(33,898)
(30,550)
Changes in operating right-of-use assets and lease liabilities, net
$ (11,019)
$ (7,205)
$ 2,920
Supplemental cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities
$ 46,018
$ 42,173
$ 35,759
Right-of-use assets obtained in exchange for operating lease liabilities
$ 50,195
$ 49,452
$ 62,425
The weighted-average remaining lease term for our outstanding operating lease obligations was 7.9 years as of
December 31, 2025 and 7.4 years as of December 31, 2024. As of December 31, 2025 and 2024, the weighted-average
discount rate was 4.79% and 4.59%, respectively. Maturities of operating lease liabilities at December 31, 2025 were as
follows:
Operating
Lease
Liabilities
(in thousands)
2026
$
46,841
2027
41,657
2028
37,748
2029
32,655
2030
29,851
Thereafter
104,974
Total lease payments
293,726
Less imputed interest
(52,999)
Total
$
240,727
Lease Impairment Charges
In 2023, lease impairment charges totaling $30.2 million were recognized as a component of operating expenses for
impairment of certain long-lived operating right-of-use assets that were made available for sublease and continued to be
classified as held and used.
NOTE G – LONG-TERM DEBT AND FINANCING ARRANGEMENTS
Long-Term Debt Obligations
Long-term debt, which consisted of notes payable related to the financing of revenue equipment (tractors and trailers used
primarily in Asset-Based segment operations) and certain other equipment at December 31, 2025 and 2024, was as follows:
2025
2024
(in thousands)
Notes payable (weighted-average interest rate of 5.0% at December 31, 2025)
$ 223,856
$ 189,134
Less current portion
87,882
63,978
Long-term debt, less current portion
$ 135,974
$ 125,156
85
Scheduled payments of long-term debt obligations as of December 31, 2025 were as follows:
Notes
Payable
(in thousands)
2026
$
97,114
2027
85,622
2028
46,435
2029
10,675
2030
—
Total payments
239,846
Less amounts representing interest
15,990
Long-term debt
$
223,856
Assets securing notes payable, primarily consisting of revenue equipment, which were included in property, plant and
equipment, totaled $362.5 million at December 31, 2025 and $333.5 million at December 31, 2024.
The Company paid interest of $11.8 million, $8.5 million, and $8.7 million in 2025, 2024, and 2023, respectively, net of
capitalized interest which totaled $0.4 million for both 2025 and 2024 and $0.3 million for 2023.
Financing Arrangements
Credit Facility
The Company’s revolving credit facility (the “Credit Facility”) was amended and restated under its Fifth Amended and
Restated Credit Agreement (the “Credit Agreement”) in November 2025. The amendment, among other things, increased
the letter of credit sub-facility sublimit from $20.0 million to $50.0 million and extended the maturity date from
October 7, 2027 to November 25, 2030.
The Credit Facility has an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate
amount of up to $40.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an
aggregate amount of $50.0 million. The Company may request additional revolving commitments or incremental term
loans thereunder up to an aggregate amount of up to $125.0 million, subject to the satisfaction of certain additional
conditions as provided in the Credit Agreement. The Company borrowed and repaid $25.0 million under the Credit Facility
during 2025. As of December 31, 2025 the Company had available borrowing capacity of $250.0 million under the initial
maximum credit amount of the Credit Facility.
Principal payments under the Credit Facility are due upon maturity of the facility; however, borrowings may be repaid, at
the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and
compliance with minimum prepayment amounts. Borrowings under the Credit Agreement can either be, at the Company’s
election: (i) at an Alternate Base Rate (as defined in the Credit Agreement) plus a spread ranging from 0.125% to 1.00%,
or (ii) the Adjusted Term SOFR Screen Rate (as defined in the Credit Agreement) plus a spread ranging from 1.125% to
2.00%. The applicable spread is dependent upon the Company’s Adjusted Leverage Ratio (as defined in the Credit
Agreement). In addition, the Credit Facility requires the Company to pay a fee on unused commitments. The Credit
Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are
customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted
leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions,
transactions with affiliates, mergers, consolidations, and sales of assets. The Company was in compliance with the
covenants under the Credit Agreement at December 31, 2025.
Accounts Receivable Securitization Program
In June 2025, the Company amended and restated its accounts receivable securitization program (“A/R Securitization”),
extending the maturity date to July 1, 2026. The A/R Securitization provides available cash proceeds of $50.0 million and
has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain
conditions. As of December 31, 2025 and 2024, the Company had no borrowings outstanding under the A/R Securitization.
Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables
to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. The A/R Securitization does not
qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the Company’s
86
consolidated balance sheets. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its
assets would be available only to satisfy the claims related to the lenders’ interest in the trade accounts receivable.
Borrowings under the A/R Securitization bear interest based upon SOFR, or, to the extent funded by the conduit lender
through the issuance of notes, at the commercial paper rate as defined in the agreement, plus a margin in each case, and
an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative
covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage
ratio covenant. The Company was in compliance with the covenants under the A/R Securitization at December 31, 2025.
The A/R Securitization includes a provision under which the Company may request, and the program’s letter of credit
issuer may issue, standby letters of credit (“LOCs”). These LOCs are primarily in support of the Company’s workers’
compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The
issuance of standby LOCs reduces the availability of borrowings under the program. As of December 31, 2025, standby
LOCs of $23.5 million have been issued under the program, reducing the available borrowing capacity to $26.5 million.
Notes Payable
The Company has financed the purchase of certain revenue equipment through promissory note arrangements totaling
$117.9 million and $80.7 million during the years ended December 31, 2025 and 2024, respectively.
NOTE H – ACCRUED EXPENSES
December 31
2025
2024
(in thousands)
Workers’ compensation, third-party casualty, and loss and damage claims reserves
$ 222,643
$ 217,161
Accrued vacation pay
64,078
63,437
Accrued compensation, including retirement benefits
60,661
75,900
Taxes other than income
7,019
9,924
Other
23,724
28,458
Total accrued expenses
$ 378,125
$ 394,880
NOTE I – EMPLOYEE BENEFIT PLANS
Supplemental Benefit and Postretirement Health Benefit Plans
The Company has an unfunded supplemental benefit plan (the “SBP”), which was designed to supplement benefits under
the Company’s legacy nonunion defined benefit pension plan (for which plan termination and liquidation was completed
in 2019) for designated executive officers. The SBP was closed to new entrants, and a cap was placed on the maximum
payment per participant in the SBP effective January 1, 2006. In place of the SBP, eligible officers of the Company
appointed after 2005 participate in a long-term cash incentive plan (see Long‑Term Incentive Compensation Plan section
within this Note). Effective December 31, 2009, the accrual of benefits and the valuation inputs for calculating SBP
benefits to be paid to participants, including final average salary and the interest rate, were frozen, with the exception of
early retirement penalties that may apply in certain cases. Final pension settlement expense for the SBP was recognized at
December 31, 2025, upon retirement of the remaining participant in the plan.
The Company sponsors an insured postretirement health benefit plan that provides supplemental medical benefits and
dental and vision benefits primarily to certain officers of the Company and certain subsidiaries. New entrants have not
been added to the postretirement health benefit plan since January 1, 2017.
87
The following table discloses the changes in benefit obligations and plan assets of the Company’s nonunion defined benefit
plans for years ended December 31, the measurement date of the plans:
Supplemental
Postretirement
Benefit Plan
Health Benefit Plan
2025
2024
2025
2024
(in thousands)
Change in benefit obligations
Benefit obligations, beginning of year
$
368
$
358
$ 13,825
$ 13,668
Service cost
—
—
51
60
Interest cost
18
15
712
632
Actuarial (gain) loss (1)
38
(5)
685
162
Benefits paid
—
—
(755)
(697)
Benefit obligations, end of year
424
368
14,518
13,825
Change in plan assets
Fair value of plan asset, beginning of year
—
—
—
—
Employer contributions
—
—
755
697
Benefits paid
—
—
(755)
(697)
Fair value of plan assets, end of year
—
—
—
—
Funded status at period end
$ (424)
$
(368)
$ (14,518)
$ (13,825)
Accumulated benefit obligation
$
424
$
368
$ 14,518
$ 13,825
(1)
The higher actuarial loss on the postretirement health benefit plan for 2025, compared to 2024, is due to an increase in the healthcare
cost trend rate and a decrease in the discount rate used to remeasure the plan obligation at December 31, 2025.
Amounts recognized in the consolidated balance sheets at December 31 consisted of the following:
Supplemental
Postretirement
Benefit Plan
Health Benefit Plan
2025
2024
2025
2024
(in thousands)
Current portion of pension and postretirement liabilities
$
(424)
$
—
$
(822) $
(832)
Pension and postretirement liabilities, less current portion
—
(368)
(13,696) (12,993)
Liabilities recognized
$
(424)
$
(368)
$ (14,518) $ (13,825)
The following is a summary of the components of net periodic benefit cost for the Company’s nonunion benefit plans for
the years ended December 31:
Supplemental
Postretirement
Benefit Plan
Health Benefit Plan
2025
2024
2023
2025
2024
2023
(in thousands)
Service cost
$
—
$
—
$
—
$
51
$
60
$
78
Interest cost
18
15
16
712
632
599
Pension settlement expense
31
—
—
—
—
—
Amortization of net actuarial gain(1)
(4)
(2)
(4)
(837)
(997)
(1,326)
Net periodic benefit cost (credit)
$
45
$
13
$
12
$
(74)
$
(305)
$
(649)
(1)
The Company amortizes actuarial gains and losses over the average remaining active service period of the plan participants and
does not use a corridor approach.
Included in accumulated other comprehensive income (loss) at December 31 were the following pre-tax amounts that have
not yet been recognized in net periodic benefit cost:
Supplemental
Postretirement
Benefit Plan
Health Benefit Plan
2025
2024
2025
2024
(in thousands)
Unrecognized net actuarial gain
$
—
$
(12)
$
(4,125) $
(5,647)
88
The discount rate is determined by matching projected cash distributions with appropriate high-quality corporate bond
yields in a yield curve analysis. Weighted-average assumptions used to determine nonunion benefit obligations at
December 31 were as follows:
Supplemental
Postretirement
Benefit Plan
Health Benefit Plan
2025 2024 2025 2024
Discount rate
— %
4.8 %
5.4 %
5.5 %
Weighted-average assumptions used to determine net periodic benefit cost for the Company’s nonunion benefit plans for
the years ended December 31 were as follows:
Supplemental
Postretirement
Benefit Plan
Health Benefit Plan
2025 2024 2023 2025 2024 2023
Discount rate
4.8 %
4.3 %
4.6 %
5.5 %
4.8 %
5.0 %
The assumed health care cost trend rates for the Company’s postretirement health benefit plan at December 31 were as
follows:
2025
2024
Health care cost trend rate assumed for next year(1)
8.0 %
7.0 %
Rate to which the cost trend rate is assumed to decline
4.5 %
4.5 %
Year that the rate reaches the cost trend assumed rate
2041
2036
(1)
At each December 31 measurement date, health care cost rates for the following year are based on known premiums for the fully
insured postretirement health benefit plan. Therefore, the first year of assumed health care cost trend rates presented as of
December 31, 2025 are for 2027 and 2024 are for 2026.
Estimated future benefit payments from the Company’s SBP and postretirement health benefit plans, which reflect
expected future service as appropriate, as of December 31, 2025 are as follows:
Supplemental Postretirement
Benefit
Health
Plan
Benefit Plan
(in thousands)
2026
$
424
$
822
2027
$
—
$
828
2028
$
—
$
833
2029
$
—
$
888
2030
$
—
$
898
2031-2035
$
—
$
4,518
Voluntary Savings Plan
The Company maintains a Voluntary Savings Plan (“VSP”), a nonqualified deferred compensation program for the benefit
of certain executives of the Company and certain subsidiaries. Eligible employees may defer receipt of a portion of their
salary and incentive compensation into the VSP by making an election prior to the beginning of the year in which the
salary compensation is payable and, for incentive compensation, by making an election at least six months prior to the end
of the performance period to which the incentive relates. The Company credits participants’ accounts with applicable rates
of return based on a portfolio selected by the participants from the investments available in the plan. The Company match
related to the VSP was suspended beginning January 1, 2010. All deferrals, Company match, and investment earnings are
considered part of the general assets of the Company until paid. Accordingly, the consolidated balance sheets reflect the
fair value of the aggregate participant balances, based on quoted prices of the mutual fund investments, as both an asset
and a liability of the Company. As of December 31, 2025 and 2024, VSP balances of $5.2 million and $5.6 million,
respectively, were included in other long-term assets with a corresponding amount recorded in other long-term liabilities.
Defined Contribution Plans
The Company and its subsidiaries have defined contribution 401(k) plans that cover substantially all nonunion employees.
The plans permit participants to defer a portion of their salary up to a maximum of 75% as determined under Section
89
401(k) of the IRC. For certain participating subsidiaries, the Company matches 50% of nonunion participant contributions
up to the first 6% of annual compensation. The Company’s matching expense for the nonunion 401(k) plans totaled
$10.0 million, $9.2 million, and $7.1 million for 2025, 2024, and 2023, respectively. The plans also allow for discretionary
401(k) Company contributions determined annually. The Company recognized expense of $10.6 million, $11.5 million,
and $13.1 million in 2025, 2024, and 2023, respectively, related to its discretionary contributions to the nonunion defined
contribution 401(k) plans. Participants are fully vested in the Company’s contributions under the defined contribution
401(k) plans after three years of service.
Long-Term Incentive Compensation Plan
The Company maintains a performance-based Long-Term Incentive Compensation Plan (“LTIP”) for certain officers of
the Company or its subsidiaries. The LTIP incentive, which is earned over three years, is based, in part, upon a
proportionate weighting of return on capital employed and shareholder returns compared to a peer group, as specifically
defined in the plan document. As of December 31, 2025, 2024, and 2023, $9.6 million, $21.0 million, $26.3 million,
respectively, were accrued for future payments under the plans.
Other Plans
Other long-term assets include $45.5 million at December 31, 2025 and $51.7 million at December 31, 2024 in the cash
surrender value of life insurance policies. These policies are intended to provide funding for certain of the Company’s
long-term nonunion benefit plans. A portion of the Company’s cash surrender value of variable life insurance policies
have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market
volatility. The Company recognized a gain of $3.3 million, $3.3 million and $4.6 million for 2025, 2024, and 2023,
respectively, associated with changes in the cash surrender value and proceeds from life insurance policies, included below
the operating income line in “Other, net” within “Other income (costs).”
Multiemployer Plans
ABF Freight System, Inc. and certain other subsidiaries reported in the Company’s Asset-Based operating segment (“ABF
Freight”) contribute to multiemployer pension and health and welfare plans, which have been established pursuant to the
Taft-Hartley Act to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the
time worked by its contractual employees, in accordance with the 2023 ABF NMFA and other related supplemental
agreements, which will remain in effect through June 30, 2028. ABF Freight recognizes as expense the contractually
required contributions for each period and recognizes as a liability any contributions due and unpaid.
The multiemployer plans to which ABF Freight primarily contributes are jointly trusteed (half of the trustees of each plan
are selected by the participating employers, the other half by the IBT) and cover collectively bargained employees of
multiple unrelated employers. Due to the inherent nature of multiemployer plans, there are risks associated with
participation in these plans that differ from single-employer plans. Assets received by the plans are not segregated by
employer, and contributions made by one employer can be and are used to provide benefits to current and former
employees of other employers. If a participating employer in a multiemployer pension plan no longer contributes to the
plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If ABF Freight were to
completely withdraw from certain multiemployer pension plans, whether in connection with a mass withdrawal or
otherwise, under current law, ABF Freight would have material liabilities for its share of the unfunded vested liabilities of
each such plan.
Pension Plans
The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. The
funding obligations to the pension plans 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. Through the term of its current
collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified
contributions when due. However, the Company cannot determine with any certainty the contributions that will be required
under future collective bargaining agreements for ABF Freight’s contractual employees.
The PPA requires that “endangered” (generally less than 80% funded and commonly called “yellow zone”) plans adopt
“funding improvement plans” and that “critical” (generally less than 65% funded and commonly called “red zone”) plans
90
adopt “rehabilitation plans” that are intended to improve the plan’s funded status over time. The Reform Act includes
provisions to address the funding of multiemployer pension plans in “critical and declining” status, including certain of
those in which ABF Freight participates. Critical and declining status is applicable to critical status plans that are projected
to become insolvent anytime within the next 14 plan years, or if the plan is projected to become insolvent within the next
19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s
funded percentage is less than 80%. Provisions of the Reform Act include, among others, providing qualifying plans the
ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the U.S.
Department of Treasury for the reduction of certain accrued benefits.
The American Rescue Plan Act of 2021 (the “American Rescue Plan Act”) includes the Butch Lewis Emergency Pension
Plan Relief Act of 2021 (the “Pension Relief Act”). The Pension Relief Act includes provisions to improve funding for
multiemployer pension plans, including financial assistance provided through the Pension Benefit Guarantee Corporation
(the “PBGC”) to qualifying underfunded plans to secure pension benefits for plan participants. Without the funding
provided by the Pension Relief Act, many of the multiemployer pension funds to which ABF Freight contributes could
become insolvent in the near future; however, ABF Freight would continue to be obligated to make contributions to those
funds under the terms of the 2023 ABF NMFA.
In connection with the American Rescue Plan Act, the PBGC established the Special Financial Assistance Program (the
“SFA Program”) to administer funds to severely underfunded eligible multiemployer pension plans under the Pension
Relief Act. Certain multiemployer pension plans to which ABF Freight contributes, including the Central States, Southeast
and Southwest Areas Pension Plan (the “Central States Pension Plan”) and the New England Teamsters Pension Fund,
have received funds under the SFA Program which could allow them to avoid insolvency and improve their funded status.
Under the American Rescue Plan Act and in accordance with regulations of the PBGC, plans receiving funding under the
SFA Program are not permitted to reduce employer contributions to their funds. The Company will continue to evaluate
the impact of assistance provided by the SFA Program on ABF Freight’s multiemployer pension plan contributions.
Through the term of the 2023 ABF NMFA, ABF Freight’s multiemployer pension contribution obligations generally will
be satisfied by making the specified contributions when due. Future contribution rates will be determined through the
negotiation process for contract periods following the term of the current collective bargaining agreement.
Based on the most recent funding information the Company has received, none of ABF Freight’s multiemployer pension
plan contributions for the year ended December 31, 2025 were made to plans that are in “critical and declining status;”
approximately 56% were made to plans that are in “critical status,” including the Central States Pension Plan and New
England Teamsters Pension Fund discussed below; and no contributions were made to plans that are in “endangered
status,” each as defined by the PPA. ABF Freight’s participation in multiemployer pension plans is summarized in the
table below. The Central States Pension Plan and the New England Teamsters Pension Fund are the only funds individually
listed in the table which received financial assistance from the SFA Program. The severity of a plan’s underfunded status
considered in the analysis of individually significant funds to be separately disclosed was after the financial assistance
from the SFA Program.
91
Individually significant multiemployer pension funds based on the amount and the related key participation information
were as follows:
Pension
FIP/RP
Protection Act
Status
Contributions(d)
EIN/Pension
Zone Status(b)
Pending/
(in thousands)
Surcharge
Legal Name of Plan
Plan Number(a)
2025
2024
Implemented(c)
2025
2024
2023
Imposed(e)
Central States, Southeast
and Southwest Areas
Pension Plan(1)(2)
36-6044243 Critical
Critical
Implemented
$ 75,876
$ 75,004
$ 77,708
No
Western Conference of
Teamsters Pension
Plan(1)(2)
91-6145047 Green
Green
No
34,034
27,701
29,540
No
Central Pennsylvania
Teamsters Defined Benefit
Plan(1)(2)
23-6262789 Green
Green
No
14,634
15,261
15,540
No
I. B. of T. Union Local
No. 710 Pension Fund(1)(2)
36-2377656 Green
Green
No
11,484
11,560
10,676
No
New England Teamsters
Pension Fund(3)(4)
04-6372430 Critical(5)
Critical and
Declining(5) Implemented(6)
4,546
4,548
4,636
No
All other plans in the
aggregate
23,524
23,818
24,384
Total multiemployer
pension contributions
paid(7)
$ 164,098
$ 157,892
$ 162,484
Table Heading Definitions
(a)
The “EIN/Pension Plan Number” column provides the Federal Employer Identification Number (“EIN”) and the three-digit plan
number, if applicable.
(b)
Unless otherwise noted, the most recent PPA zone status available in 2025 and 2024 is for 2024 and 2023 plan years, respectively.
The zone status is based on information received from the plan and was certified by the plan’s actuary. Green zone funds are those
that are not in endangered, critical, or critical and declining status and generally have a funded percentage of at least 80%.
(c)
The “FIP/RP Status Pending/Implemented” column indicates if a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”),
if applicable, is pending or has been implemented.
(d)
Amounts reflect contributions made in the respective year and differ from amounts expensed during the year.
(e)
The surcharge column indicates if a surcharge was paid by ABF Freight to the plan.
Table Footnotes
(1)
Of the multiemployer pension plans considered individually significant, ABF Freight System, Inc. was listed by the following
plans as providing more than 5% of the total contributions: Central States, Southeast and Southwest Areas Pension Plan for the
plan years ended December 31, 2024 and 2023; Western Conference of Teamsters Pension Plan for the plan year ended December
31, 2023; Central Pennsylvania Teamsters Defined Benefit Plan for the plan years ended December 31, 2024 and 2023; and I. B.
of T. Union Local No. 710 Pension Fund for the plan years ended January 31, 2025 and 2024.
(2)
Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500
filed for the 2024 and 2023 plan years.
(3)
Contributions include $1.6 million each year for 2025, 2024, and 2023, related to the multiemployer pension fund withdrawal
liability. ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension
Fund was restructured under a transition agreement effective on August 1, 2018, which triggered a withdrawal liability settlement
to satisfy ABF Freight’s existing potential withdrawal liability obligation to the fund. The withdrawal liability obligation totaled
$25.0 million at December 31, 2025 and $26.6 million at December 31, 2024, with monthly payments due over the remaining
16 years as of December 31, 2025.
(4)
Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500
filed for the 2023 and 2022 plan years.
(5)
PPA zone status relates to 2023 and 2022 plan years.
(6)
On November 19, 2024, the rehabilitation plan was amended and restated, setting contribution and benefit structures that are
intended to enable the fund to emerge from critical status, which took effect on January 1, 2025.
(7)
Contribution levels can be impacted by several factors such as changes in business levels and the related time worked by contractual
employees, contractual rate increases for pension benefits, and the specific funding structure, which differs among funds. The
92
current and prior collective bargaining agreements and the related supplemental agreements provided for contributions to
multiemployer pension plans to be frozen at the current rates for each fund, although certain funds have imposed contribution
increases under their rehabilitation or funding improvement plans. The year-over-year changes in multiemployer pension plan
contributions presented above were influenced by changes in Asset-Based shipment levels.
For 2025, 2024, and 2023, nearly one-half of ABF Freight’s multiemployer pension contributions were made to the Central
States Pension Plan. The funded percentages of the Central States Pension Plan, as set forth in information provided by
the Central States Pension Plan, were 96.9%, and 98.5% as of January 1, 2024 and 2023, respectively. Despite the funded
percentage exceeding 80% as of January 1, 2023, the plan is deemed to be in critical status through 2051 due to the receipt
of funding from the SFA Program in January 2023. The plan announced that the SFA Program funding allowed the Central
States Pension Plan to avoid insolvency in 2025 and that full funding will be reached over time.
As of September 30, 2025 and 2024, the funded percentages of the New England Teamsters Pension Fund were less than
65%. The fund is deemed to be in critical status through 2051 due to the receipt of funding from the SFA Program in
August 2024. The fund announced that the SFA Program substantially improved the financial health and long-term
viability of the fund.
The funding notices for the 2022 plan year for the Western Pennsylvania Teamsters and Employers Pension Fund, the
New York State Teamsters Conference Pension and Retirement Fund, and the Trucking Employees of North Jersey
Welfare Fund, Inc. – Pension Fund reflected the reinstatement of benefits previously suspended due to the significantly
improved status of each fund due to the funding provided by the SFA Program; however, these funds will be deemed to
be in critical status through the end of 2051. The Company also previously received notice that the PBGC will provide
financial assistance (by paying retiree benefits not to exceed the PBGC guarantee limits) to the Road Carriers Local 707
Pension Fund, which was declared insolvent; however, this fund received SFA Program funding during 2022.
Approximately 1% to 2% of ABF Freight’s total multiemployer pension contributions for the year ended
December 31, 2025 were made to each of these funds.
ABF Freight has not received any other notification of plan reorganization or plan insolvency with respect to any
multiemployer pension plan to which it contributes.
Health and Welfare Plans
ABF Freight contributes to 38 multiemployer health and welfare plans which provide health care benefits for active
employees and retirees covered under labor agreements. Contributions to multiemployer health and welfare plans totaled
$219.9 million, $218.5 million, and $215.6 million, for the year ended December 31, 2025, 2024, and 2023, respectively.
The benefit contribution rate for health and welfare benefits increased by an average of approximately 1.4%, 3.7%, and
5.4% on August 1, 2025, 2024 and 2023, respectively, under ABF Freight’s current collective bargaining agreement with
the IBT.
93
NOTE J – STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Income (Loss)
Components of accumulated other comprehensive income (loss) were as follows at December 31:
2025
2024
2023
(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit
$
4,126
$
5,660
$
6,816
Interest rate swap
—
—
1,710
Foreign currency translation
(4,717)
(5,323)
(2,709)
Total
$
(591)
$
337
$
5,817
After-tax amounts:
Unrecognized net periodic benefit credit
$
3,064
$
4,203
$
5,061
Interest rate swap
—
—
1,263
Foreign currency translation
(3,503)
(3,931)
(2,000)
Total
$
(439)
$
272
$
4,324
The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, by component:
Unrecognized Interest Foreign
Net Periodic
Rate
Currency
Total
Benefit Credit Swap Translation
(in thousands)
Balances at December 31, 2023
$ 4,324
$
5,061
$ 1,263
$ (2,000)
Other comprehensive loss before reclassifications
(3,310)
(116) (1,263)
(1,931)
Amounts reclassified from accumulated other comprehensive income
(742)
(742)
—
—
Net current-period other comprehensive loss
(4,052)
(858) (1,263)
(1,931)
Balances at December 31, 2024
$
272
$
4,203
$
—
$ (3,931)
Other comprehensive income (loss) before reclassifications
(110)
(538)
—
428
Amounts reclassified from accumulated other comprehensive income
(601)
(601)
—
—
Net current-period other comprehensive income (loss)
(711)
(1,139)
—
428
Balances at December 31, 2025
$ (439)
$
3,064
$
—
$ (3,503)
The following is a summary of the significant reclassifications out of accumulated other comprehensive income by
component for the years ended December 31:
Unrecognized Net Periodic
Benefit Credit
2025
2024
(in thousands)
Amortization of net actuarial gain(1)
$
841
$
999
Pension settlement expense(2)
(31)
—
Total, pre-tax
810
999
Tax expense
(209)
(257)
Total, net of tax
$
601
$
742
(1)
Included in the computation of net periodic benefit credit of the Company’s SBP and postretirement health benefit plan (see Note I).
(2)
Represents final pension settlement expense for the SBP recognized at December 31, 2025.
94
Dividends on Common Stock
The following table is a summary of dividends declared during the applicable quarter:
2025
2024
Per Share Amount
Per Share Amount
(in thousands, except per share data)
First quarter
$
0.12 $
2,785 $
0.12
$
2,828
Second quarter
$
0.12 $
2,758 $
0.12
$
2,819
Third quarter
$
0.12 $
2,727 $
0.12
$
2,838
Fourth quarter
$
0.12 $
2,700 $
0.12
$
2,810
On January 27, 2026, the Company announced its Board of Directors declared a dividend of $0.12 per share to
stockholders of record as of February 10, 2026.
Treasury Stock
The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions
(the “share repurchase program”). The share repurchase program has no expiration date but may be terminated at any time
at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available
sources.
As of December 31, 2024, the Company had $56.6 million available for repurchases of its common stock under the share
repurchase program. In September 2025, the Board of Directors reauthorized the share repurchase program and increased
the total amount available for purchases of the Company’s common stock under the program to $125.0 million.
During 2025, the Company purchased 1,025,524 shares for an aggregate cost of $75.6 million, including excise taxes. The
Company’s treasury share repurchases are recorded at cost within shareholders’ equity, reflecting the substance of the
transaction. The Company had $104.7 million remaining under its share repurchase program as of December 31, 2025.
Treasury shares totaled 8,140,368 as of December 31, 2025 and 7,114,844 as of December 31, 2024.
NOTE K – SHARE-BASED COMPENSATION
Stock Awards
The Company had outstanding RSUs granted under the ArcBest Corporation Ownership Incentive Plan (the “Ownership
Incentive Plan”) as of December 31, 2025 and 2024. The Ownership Incentive Plan provides for the granting of 4.9 million
shares, which may be awarded as incentive and nonqualified stock options, stock appreciation rights, restricted stock,
RSUs, or performance award units.
Restricted Stock Units
A summary of the Company’s RSU award program is presented below:
Weighted-Average
Grant Date
Units
Fair Value
Outstanding – January 1, 2025
242,462
$
91.75
Granted
223,725
$
57.64
Vested
(123,001) $
92.08
Forfeited(1)
(43,349) $
75.55
Outstanding – December 31, 2025
299,837
$
68.51
(1)
Forfeitures are recognized as they occur.
95
The Compensation Committee of the Company’s Board of Directors granted RSUs during the years ended December 31
as follows:
k
Weighted-Average
Grant Date
Units
Fair Value
2025
223,725
$
57.64
2024
101,238
$
115.85
2023
149,350
$
86.53
The fair value of restricted stock awards that vested in 2025, 2024, and 2023 was $7.5 million, $67.5 million, and
$34.2 million, respectively. Unrecognized compensation cost related to restricted stock awards outstanding as of
December 31, 2025 was $12.0 million, which is expected to be recognized over a weighted-average period of
approximately 1.8 years.
NOTE L – EARNINGS PER SHARE
The following table reflects the computation of basic and diluted earnings per common share for the years ended
December 31:
December 31
2025
2024
2023
(in thousands, except share and per share data)
Basic
Numerator:
Net income from continuing operations
$
60,098
$
173,361
$
142,164
Net income from discontinued operations
—
600
53,269
Net income
$
60,098
$
173,961
$
195,433
Denominator:
Weighted-average shares
22,837,401
23,553,410
24,018,801
Basic earnings per common share
Continuing operations
$
2.63
$
7.36
$
5.92
Discontinued operations
—
0.03
2.22
Total basic earnings per common share(1)
$
2.63
$
7.39
$
8.14
Diluted
Numerator:
Net income from continuing operations
$
60,098
$
173,361
$
142,164
Net income from discontinued operations
—
600
53,269
Net income
$
60,098
$
173,961
$
195,433
Denominator:
Weighted-average shares
22,837,401
23,553,410
24,018,801
Effect of dilutive securities
95,706
266,765
615,816
Adjusted weighted-average shares and assumed conversions
22,933,107
23,820,175
24,634,617
Diluted earnings per common share
Continuing operations
$
2.62
$
7.28
$
5.77
Discontinued operations
—
0.03
2.16
Total diluted earnings per common share(1)
$
2.62
$
7.30
$
7.93
(1)
Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing
operations and discontinued operations due to rounding.
96
NOTE M – OPERATING SEGMENT DATA
The Company uses the “management approach” to determine its reportable operating segments, as well as to determine
the basis of reporting the operating segment information. Operating segments are defined as components of an entity for
which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker
(“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's
former Chief Executive Officer and current Chairman of the Board was the CODM through December 31, 2025 and made
decisions about resources to be acquired, allocated and utilized in each operating segment. The Company’s current
President and Chief Executive Officer became the CODM as of January 1, 2026. The CODM uses segment revenues,
operating expense categories, operating ratios, operating income (loss), and key operating statistics to evaluate
performance and allocate resources to the Company’s operations.
The Company’s reportable operating segments are as follows:
•
The Asset-Based segment includes the results of operations of ABF Freight System, Inc. and certain other
subsidiaries. The segment operations include national, inter-regional, and regional transportation of general
commodities through standard, expedited, and guaranteed LTL services. The Asset-Based segment provides
services to the Asset-Light segment, including freight transportation related to managed transportation solutions
and other services.
•
The Asset-Light segment includes the results of operations of the Company’s service offerings in truckload,
managed transportation, ground expedite, intermodal, household goods moving, warehousing and distribution,
and international freight transportation for air, ocean, and ground. The Asset-Light segment provides services to
the Asset-Based segment.
The Company’s other business activities and operations that are not reportable segments include ArcBest Corporation (the
parent holding company) and certain subsidiaries. Certain costs incurred by the parent holding company and the
Company’s shared services subsidiary are allocated to the reporting segments. The Company eliminates intercompany
transactions in consolidation. However, the information used by the CODM with respect to its reportable operating
segments is before intersegment eliminations of revenues and expenses. Likewise, the CODM does not review, evaluate,
or consider asset information by segment when assessing segment operating performance or allocating resources.
Accordingly, the Company does not report segment assets, and as such, a table of assets by reportable segment has not
been presented.
Shared services represent costs incurred to support all segments, including sales, pricing, customer service, marketing,
capacity sourcing functions, human resources, financial services, information technology, and other company-wide
services. Certain overhead costs are not attributable to any segment and remain unallocated in “Other and eliminations.”
Included in unallocated costs are expenses related to investor relations, legal, certain strategic expenses and investments,
and certain investments in technology. Shared services costs attributable to the reportable operating segments are
predominantly allocated based upon estimated and planned resource utilization‑related metrics such as estimated shipment
levels or number of personnel supported. The bases for such charges are modified and adjusted by management when
necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by the reportable operating
segments. Management believes the methods used to allocate expenses are reasonable.
Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided.
The Company’s foreign operations are not significant.
97
The following tables reflect the Company’s reportable operating segment information from continuing operations for the
years ended December 31:
2025
2024
2023
(in thousands)
REVENUES
Asset-Based
$ 2,734,871
$ 2,750,134
$ 2,871,004
Asset-Light
1,407,436
1,552,936
1,680,645
Other and eliminations
(132,149)
(124,051)
(124,206)
Total consolidated revenues
$ 4,010,158
$ 4,179,019
$ 4,427,443
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits
$ 1,428,225
$ 1,387,491
$ 1,379,756
Fuel, supplies, and expenses
317,126
316,526
361,355
Operating taxes and licenses
53,545
54,056
55,918
Insurance
70,121
72,610
52,025
Communications and utilities
21,541
19,336
19,288
Depreciation and amortization
133,014
110,021
104,165
Rents and purchased transportation
291,704
274,312
338,575
Shared services
258,971
270,182
279,248
(Gain) loss on sale of property and equipment and asset impairment charges(1)
(15,818)
(803)
982
Innovative technology costs(2)
—
—
21,711
Other
4,447
3,800
4,829
Total Asset-Based
2,562,876
2,507,531
2,617,852
Asset-Light
Purchased transportation
1,201,122
1,339,783
1,435,604
Salaries, wages, and benefits
99,060
118,983
129,083
Supplies and expenses
6,951
10,232
12,094
Depreciation and amortization(3)
18,494
20,062
20,370
Shared services
73,092
68,346
65,308
Contingent consideration(4)
(2,650)
(90,250)
(19,100)
Asset impairment charges(5)
6,640
1,700
14,407
Legal settlement(6)
—
274
9,500
Other
19,988
25,362
25,650
Total Asset-Light
1,422,697
1,494,492
1,692,916
Other and eliminations
(65,724)
(67,438)
(55,944)
Total consolidated operating expenses
$ 3,919,849
$ 3,934,585
$ 4,254,824
(1)
For 2025, includes a net gain of $15.7 million, primarily related to two service center sales during third quarter 2025. For 2023,
includes a $0.7 million noncash lease-related impairment charge for an Asset-Based service center.
(2)
Represents costs associated with the freight handling pilot test program at ABF Freight, for which the decision was made to pause
the pilot during third quarter 2023.
(3)
Includes amortization of intangibles associated with acquired businesses.
(4)
Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition (see Note C).
(5)
For 2025, represents a noncash asset impairment charge recognized during fourth quarter 2025 related to the indefinite-lived
intangible asset within the Asset-Light segment (see Notes C and D). For 2024, represents noncash asset impairment charges for
certain revenue equipment and software recognized during fourth quarter 2024 as part of a strategic decision to adjust capacity
within Asset-Light’s operations. For 2023, represents noncash lease-related impairment charges for certain office spaces that were
made available for sublease.
(6)
Represents settlement expenses related to the classification of certain Asset-Light employees under the Fair Labor Standards Act,
which were paid during first quarter 2025.
98
2025
2024
2023
(in thousands)
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS
Asset-Based
$ 171,995
$ 242,603
$ 253,152
Asset-Light(1)
(15,261)
58,444
(12,271)
Other and eliminations(2)
(66,425)
(56,613)
(68,262)
Total consolidated operating income
$ 90,309
$ 244,434
$ 172,619
OTHER INCOME (COSTS) FROM CONTINUING OPERATIONS
Interest and dividend income
$
4,755
$ 11,618
$ 14,728
Interest and other related financing costs
(12,363)
(8,980)
(9,094)
Other, net(3)
394
(28,358)
8,662
Total other income (costs)
(7,214)
(25,720)
14,296
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
$ 83,095
$ 218,714
$ 186,915
(1)
Includes the change in fair value of the contingent earnout consideration related to the MoLo acquisition (see Note C).
(2)
For 2025, includes noncash asset impairment charges recognized during fourth quarter 2025 of $5.4 million associated with the
write-off of certain obsolete assets utilized in the Vaux suite (see Note B). For 2023, includes $15.1 million of noncash lease‑related
impairment charges for a freight handling pilot facility.
(3)
Includes the components of net periodic benefit cost (credit) other than service cost related to the Company’s SBP and
postretirement plans (see Note I) and proceeds and changes in cash surrender value of life insurance policies. For 2024, includes a
$28.7 million noncash impairment charge to write off the Company’s equity investment in Phantom Auto (see Note C).
The following table reflects information about revenues from customers and intersegment revenues for the years ended
December 31:
2025
2024
2023
(in thousands)
Revenues from customers
Asset-Based
$ 2,603,859
$ 2,626,408
$ 2,749,803
Asset-Light
1,400,735
1,547,627
1,673,399
Other
5,564
4,984
4,241
Total consolidated revenues
$ 4,010,158
$ 4,179,019
$ 4,427,443
Intersegment revenues
Asset-Based
$ 131,012
$ 123,726
$ 121,201
Asset-Light
6,701
5,309
7,246
Other and eliminations
(137,713)
(129,035)
(128,447)
Total intersegment revenues
$
—
$
—
$
—
Total segment revenues
Asset-Based
$ 2,734,871
$ 2,750,134
$ 2,871,004
Asset-Light
1,407,436
1,552,936
1,680,645
Other and eliminations
(132,149)
(124,051)
(124,206)
Total consolidated revenues
$ 4,010,158
$ 4,179,019
$ 4,427,443
99
The following table provides capital expenditure and depreciation and amortization information by reportable operating
segment from continuing operations for the years ended December 31:
2025
2024
2023
(in thousands)
CAPITAL EXPENDITURES, GROSS
Asset-Based(1)
$ 210,547
$ 239,842
$ 207,072
Asset-Light
867
3,062
7,587
Other and eliminations(2)
21,216
60,913
37,752
$ 232,630
$ 303,817
$ 252,411
2025
2024
2023
(in thousands)
DEPRECIATION AND AMORTIZATION EXPENSE(2)
Asset-Based
$ 133,014
$ 110,021
$ 104,165
Asset-Light(3)
18,494
20,062
20,370
Other and eliminations(2)
18,827
19,004
20,814
$ 170,335
$ 149,087
$ 145,349
(1)
Includes assets acquired through notes payable of $117.9 million, $80.7 million, and $33.5 million in 2025, 2024, and 2023,
respectively.
(2)
Includes certain assets held for the benefit of multiple segments, including information systems equipment. Depreciation and
amortization associated with these assets is allocated to the reporting segments. Depreciation and amortization expense includes
amortization of internally developed capitalized software which has not been included in gross capital expenditures presented in
the table.
(3)
Includes amortization of intangibles of $12.8 million for each of the three years ended December 31, 2025, 2024, and 2023.
The Company incurred research and development costs of $29.1 million, $34.1 million, and $52.4 million for the years
ended December 31, 2025, 2024, and 2023, respectively, related to innovative technology initiatives.
The following table presents operating expenses by category on a consolidated basis for the years ended December 31:
2025
2024
2023
(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits
$ 1,782,603
$ 1,768,581
$ 1,781,304
Rents, purchased transportation, and other costs of services
1,348,922
1,478,114
1,642,669
Fuel, supplies, and expenses
433,042
433,237
479,688
Depreciation and amortization(1)
170,335
149,087
145,349
Contingent consideration(2)
(2,650)
(90,250)
(19,100)
Asset impairment charges(3)
12,037
1,700
30,162
Other(4)
175,560
194,116
194,752
$ 3,919,849
$ 3,934,585
$ 4,254,824
(1)
Includes amortization of intangible assets.
(2)
Represents the change in fair value of the contingent earnout consideration related to the MoLo acquisition (see Note C).
(3)
For 2025, includes noncash asset impairment charges recognized during fourth quarter 2025 of $6.6 million related to intangible
assets within the Asset-Light segment (see Notes C and D) and the write-off of certain obsolete assets utilized in the Vaux suite of
$5.4 million. For 2024, represents noncash asset impairment charges for certain revenue equipment and software recognized during
fourth quarter 2024 as part of a strategic decision to adjust capacity within Asset-Light’s operations. For 2023, represents noncash
lease-related impairment charges for a freight handling pilot facility, a service center, and office spaces that were made available
for sublease.
(4)
For 2025, includes a net gain of $15.7 million, primarily related to two service center sales during third quarter 2025. For 2023,
includes $9.5 million settlement expenses related to the classification of certain Asset-Light employees under the Fair Labor
Standards Act, which were paid during first quarter 2025. Includes research and development costs for innovative technology
initiatives, as discussed previously. For 2023, innovative technology costs were also incurred associated with the freight handling
pilot program at ABF Freight, until the decision was made to pause the pilot during third quarter 2023.
100
NOTE N – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company enters into contracts and commitments that result in future payment
obligations. In addition to the long-term debt and financing arrangements discussed in Note G, operating lease obligations
discussed in Note F, employee benefit plans discussed in Note I, and a pension fund withdrawal liability discussed in
Note C, the Company has contractual obligations such as described in the following paragraphs.
Surety Bond Programs
The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its
self‑insurance program. As of December 31, 2025 and 2024, surety bonds outstanding related to the self-insurance
program totaled $76.0 million and $63.2 million, respectively.
Purchase Obligations
The Company has purchase obligations, consisting of authorizations to purchase and binding agreements with vendors,
relating to revenue equipment used in our Asset-Based operations, other equipment, facility improvements, software,
service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of
December 31, 2025, which were as follows:
Purchase
Obligations
(in thousands)
2026
$
86,663
2027
10,125
2028
7,037
2029
1,809
2030
179
Total
$
105,813
Other Events
The Company has received two Notices of Assessment from a state regarding ongoing sales and use tax audits alleging
uncollected sales and use tax, including interest and penalties, for the periods December 1, 2018 to March 31, 2021 and
September 1, 2016 to November 30, 2018. The Company does not agree with the basis of these assessments and filed
appeals for the assessments in October 2023 and May 2021 on the same legal basis. The Company has estimated the range
of loss to be from $0.2 million to $14.2 million. The Company has previously accrued $0.2 million related to these
assessments consistent with applicable accounting guidance, but if the state prevails in its position, the Company may owe
additional tax. Management does not believe the resolution of this matter will have a material adverse effect on the
Company’s financial condition, results of operations, or cash flows.
Legal Matters
The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains
liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured
retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal,
environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated
financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts
recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition,
results of operations, or cash flows.
In January 2023, the Company and MoLo were named as defendants in lawsuits related to an auto accident which involved
a MoLo contract carrier. The accident occurred prior to the Company’s acquisition of MoLo. During the fourth quarter of
2024, the Company settled this claim, along with a claim for $9.8 million related to the classification of certain Asset‑Light
employees under the Fair Labor Standards Act. These settlements were paid in January 2025, including through insurance
for the accident-related claim. Reserves for these claims were maintained within accrued expenses in the consolidated
balance sheet as of December 31, 2024.
101
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
An evaluation was performed by the Company’s management, under the supervision and with the participation of the
Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation
of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. The Company’s disclosure
controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the
Company in reports that the Company files under the Exchange Act is accumulated and communicated to the Company’s
management, including the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange Commission. Based on such evaluation, the
Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure
controls and procedures were effective as of December 31, 2025 at the reasonable assurance level.
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s assessment of internal control over financial reporting and the report of the independent registered public
accounting firm appear on the following pages.
102
MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL
OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. The Company’s internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and the Board of Directors of the
Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted its evaluation of the effectiveness of internal control over financial reporting based on the
framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework). This evaluation included review of the documentation of controls, evaluation
of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, based
on our evaluation, we have concluded that the Company’s internal control over financial reporting was effective as of
December 31, 2025.
The Company’s independent registered public accounting firm Grant Thornton LLP, who has also audited the Company’s
consolidated financial statements, has issued a report on the Company’s internal control over financial reporting. This
report appears on the following page.
103
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
ArcBest Corporation
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of ArcBest Corporation (a Delaware corporation) and
subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025,
and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 25, 2026
104
ITEM 9B.
OTHER INFORMATION
(a) None.
(b) During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule
16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5‑1
trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is contained in the Company’s Definitive Proxy Statement to be filed within 120 days
after December 31, 2025, pursuant to Regulation 14A of the Exchange Act in connection with the Company’s Annual
Stockholders’ Meeting to be held April 24, 2026, and is incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this item is contained in the Company’s Definitive Proxy Statement to be filed within 120 days
after December 31, 2025, pursuant to Regulation 14A of the Exchange Act in connection with the Company’s Annual
Stockholders’ Meeting to be held April 24, 2026, and is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is contained in the Company’s Definitive Proxy Statement to be filed within 120 days
after December 31, 2025, pursuant to Regulation 14A of the Exchange Act in connection with the Company’s Annual
Stockholders’ Meeting to be held April 24, 2026, and is incorporated herein by reference.
ITEM 13.
CERTAIN
RELATIONSHIPS
AND
RELATED
TRANSACTIONS,
AND
DIRECTOR
INDEPENDENCE
The information required by this item is contained in the Company’s Definitive Proxy Statement to be filed within 120 days
after December 31, 2025, pursuant to Regulation 14A of the Exchange Act in connection with the Company’s Annual
Stockholders’ Meeting to be held April 24, 2026, and is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is contained in the Company’s Definitive Proxy Statement to be filed within 120 days
after December 31, 2025, pursuant to Regulation 14A of the Exchange Act in connection with the Company’s Annual
Stockholders’ Meeting to be held April 24, 2026, and is incorporated herein by reference.
105
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial Statements
A list of the financial statements filed as a part of this Annual Report on Form 10-K is set forth in Part II, Item 8 of this
Annual Report on Form 10-K and is incorporated by reference.
(a)(2)
Financial Statement Schedules
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
ARCBEST CORPORATION
Balances at
Additions
Balances at
Beginning of Charged to Costs
Charged to
End of
Description
Period
and Expenses Other Accounts Deductions Period
(in thousands)
Year Ended December 31, 2025
Deducted from asset accounts:
Allowance for credit losses and revenue adjustments
$
8,257
$
3,282
$
2,223 (b) $ 5,999 (c) $ 7,763
Allowance for other accounts receivable
$
648
$
8 (d) $
—
$
—
$
656
Allowance for deferred tax assets
$
1,731
$
—
$
—
$ (2,721)(e) $ 4,452
Year Ended December 31, 2024
Deducted from asset accounts:
Allowance for credit losses and revenue adjustments
$ 10,346
$
4,834
$
1,693 (b) $ 8,616 (c) $ 8,257
Allowance for other accounts receivable
$
731
$
(83)(d) $
—
$
—
$
648
Allowance for deferred tax assets
$
1,751
$
—
$
—
$
20 (e) $ 1,731
Year Ended December 31, 2023(a)
Deducted from asset accounts:
Allowance for credit losses and revenue adjustments
$ 13,892
$
3,633
$
3,512 (b) $ 10,691 (c) $ 10,346
Allowance for other accounts receivable
$
713
$
18 (d) $
—
$
—
$
731
Allowance for deferred tax assets
$
1,707
$
—
$
—
$
(44)(e) $ 1,751
(a) Excludes the impact of FleetNet, which was sold on February 28, 2023.
(b) Change in allowance due to recoveries of amounts previously written off and revenue adjustments.
(c) Includes uncollectible accounts written off and revenue adjustments.
(d) Charged to workers’ compensation expense.
(e) Change in allowance due to changes in expectations of realization of certain federal and state net operating losses and federal and
state deferred tax assets.
106
(a)(3)
Exhibits
Exhibit No.
2.1
Agreement and Plan of Merger, dated September 29, 2021, by and among the Company, Simba Sub, LLC, MoLo
Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as
Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on September 29, 2021, File No. 000-19969, and incorporated herein by reference).
2.2
Consent and Amendment to the Agreement and Plan of Merger, dated October 25, 2021, by and among the Company,
Simba Sub, LLC, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’
Representatives. (previously filed as Exhibit 2.2 to the Company’s Annual Report on Form 10‑K, filed with the SEC
on February 25, 2022, File No. 000-19969, and incorporated herein by reference).
2.3
Second Amendment to Agreement and Plan of Merger, dated March 31, 2022, by and among the Company on behalf
of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives
(previously filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10‑Q, filed with the SEC on May 6, 2022,
File No. 000-19969, and incorporated herein by reference).
2.4
Third Amendment to Agreement and Plan of Merger, dated May 6, 2022, by and among the Company on behalf of
itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives
(previously filed as Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 5,
2022, File No. 000-19969, and incorporated herein by reference).
3.1
Third Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2024, File No. 000-19969, and incorporated
herein by reference).
3.2
Ninth Amended and Restated Bylaws of the Company, dated as of February 20, 2025 (previously filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K, filed with the SEC on February 26, 2025, File No. 000-19969, and
incorporated herein by reference).
4.1
Description of Common Stock (previously filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed
with the SEC on March 3, 2025, File No. 000-19969, and incorporated herein by reference).
10.1
ABF National Master Freight Agreement, implemented on July 16, 2023 and effective through June 30, 2028, among
the International Brotherhood of Teamsters and ABF Freight System, Inc. (previously filed as Exhibit 10.1 to the
Company’s Annual Report on Form 10-K, filed with the SEC on March 3, 2025, File No. 000-19969, and incorporated
herein by reference)
10.2
Withdrawal Agreement, executed on or about July 31, 2018, among ABF Freight System, Inc., Teamsters Locals 170,
191, 251, 340, 404, 443, 493, 597, 633, 653, 671 and 677 affiliated with the International Brotherhood of Teamsters,
and the Trustees of the New England Teamsters and Trucking Industry Pension Fund (previously filed as Exhibit 10.3
to the Company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2019, File No. 000-19969, and
incorporated herein by reference).
10.3
Reentry Agreement, effective as of August 1, 2018, among ABF Freight System, Inc., Teamsters Locals 170, 191, 251,
340, 404, 443, 493, 597, 633, 653, 671 and 677 affiliated with the International Brotherhood of Teamsters, and the
Trustees of the New England Teamsters and Trucking Industry Pension Fund (previously filed as Exhibit 10.4 to the
Company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2019, File No 000-19969, and
incorporated herein by reference).
10.4#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature) (for awards after
2015) (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May
9, 2016, File No. 000-19969, and incorporated herein by reference).
10.5#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature (for 2019 awards)
(previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 9,
2019, File No. 000-19969, and incorporated herein by reference).
10.6#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature) (for 2020 awards)
(previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on
May 11, 2020, File No. 000-19969, and incorporated herein by reference).
10.7#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature) (for 2021 awards)
(previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 7,
2021, File No. 000-19969, and incorporated herein by reference).
10.8#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature) (for 2022 awards)
(previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 5,
2022, File No. 000-19969, and incorporated herein by reference).
107
10.9#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature) (for 2023 awards)
(previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 5,
2023, File No. 000-19969, and incorporated herein by reference).
10.10#
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors – with deferral feature) (for awards after
2023) (previously filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on
February 23, 2024, File No. 000-19969, and incorporated herein by reference).
10.11#
Form of Restricted Stock Unit Award Agreement (Employees) (for 2023 awards) (previously filed as Exhibit 10.4 to
the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2023, File No. 000-19969, and
incorporated herein by reference).
10.12#
Form of Restricted Stock Unit Award Agreement (Employees) (for 2024 awards) (previously filed as Exhibit 10.3 to
the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2024, File No. 000-19969, and
incorporated herein by reference).
10.13#
Form of Restricted Stock Unit Award Agreement (Employees) (for 2025 awards) (previously filed as Exhibit 10.4 to
the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2025, File No. 000-19969, and
incorporated herein by reference).
10.14#
Form of Indemnification Agreement by and between Arkansas Best Corporation and each of the members of the
Company’s Board of Directors (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed
with the SEC on February 24, 2010, File No. 000-19969, and incorporated herein by reference).
10.15#
ArcBest Corporation Amended and Restated 2012 Change in Control Plan (previously filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2025, File No. 000-19969, and
incorporated herein by reference).
10.16#
Arkansas Best Corporation Supplemental Benefit Plan, Amended and Restated, effective August 1, 2009 (previously
filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2010, File
No. 000-19969, and incorporated herein by reference).
10.17#
Amendment One to the Arkansas Best Corporation Supplemental Benefit Plan, effective December 31, 2009
(previously filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 24,
2010, File No. 000-19969, and incorporated herein by reference).
10.18#
Form of Amended and Restated Deferred Salary Agreement (previously filed as Exhibit 10.19 to the Company’s
Annual Report on Form 10-K, filed with the SEC on February 24, 2010, File No. 000-19969, and incorporated herein
by reference).
10.19#
ArcBest Corporation Voluntary Savings Plan, Amended and Restated Effective as of January 1, 2017 (previously filed
as Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2017, File No.
000-19969, and incorporated herein by reference).
10.20#
First Amendment to the ArcBest Corporation Voluntary Savings Plan, Amended and Restated effective as of January
1, 2017 (previously filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on
February 28, 2019, File No. 000-19969, and incorporated herein by reference).
10.21#
Arkansas Best Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Annual
Report on Form 10-K, filed with the SEC on February 23, 2011, File No. 000-19969, and incorporated herein by
reference).
10.22#
First Amendment to the Arkansas Best Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.5
to the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2011, File No. 000-19969, and
incorporated herein by reference).
10.23#
Second Amendment to the Arkansas Best Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2014, File No. 000-19969, and
incorporated herein by reference).
10.24#
Third Amendment to the Arkansas Best Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.19
to the Company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2017, File No. 000-19969, and
incorporated herein by reference).
10.25#
Fourth Amendment to the ArcBest Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.22 to
the Company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2019, File No. 000-19969, and
incorporated herein by reference).
10.26#
ArcBest Corporation Ownership Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on May 6, 2019, File No. 000-19969, and incorporated herein by reference).
108
10.27#
First Amendment to the ArcBest Corporation Ownership Incentive Plan (previously filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2020, File No. 000-19969, and incorporated
herein by reference).
10.28#
Second Amendment to the ArcBest Corporation Ownership Incentive Plan (previously filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on May 5, 2021, File No. 000-19969, and incorporated
herein by reference).
10.29#
Arkansas Best Corporation Executive Officer Annual Incentive Compensation Plan (previously filed as Exhibit 10.6
to the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2011, File No. 000-19969, and
incorporated herein by reference).
10.30#
First Amendment to the ArcBest Corporation Executive Officer Annual Incentive Compensation Plan (previously filed
as Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2011, File No.
000-19969, and incorporated herein by reference).
10.31#
Second Amendment to the ArcBest Corporation Executive Officer Annual Incentive Compensation Plan (previously
filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2016, File
No. 000-19969, and incorporated herein by reference).
10.32#
Third Amendment to the ArcBest Corporation Executive Officer Incentive Compensation Plan (previously filed as
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2016, File No. 000-
19969, and incorporated herein by reference).
10.33#
The ArcBest Long-Term (3-Year) Incentive Compensation Plan and form of award (previously filed as Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2023, File No. 000-19969, and
incorporated herein by reference).
10.34#
The ArcBest Section 16 Officer Annual Incentive Compensation Plan and form of award (previously filed as Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2024, File No. 000-19969, and
incorporated herein by reference).
10.35#
The ArcBest Long-Term (3-Year) Incentive Compensation Plan and form of award (previously filed as Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2024, File No. 000-19969, and
incorporated herein by reference).
10.36#
The ArcBest Corporation Executive Officer Incentive Compensation Plan (previously filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2025, File No. 000-19969, and incorporated
herein by reference).
10.37#
The ArcBest Executive Officer Annual Incentive Compensation Plan (previously filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2025, File No. 000-19969, and incorporated
herein by reference).
10.38#
The ArcBest Executive Officer Long-Term (3-Year) Incentive Compensation Plan (previously filed as Exhibit 10.3 to
the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2025, File No. 000-19969, and
incorporated herein by reference).
10.39#
Form of Consulting Agreement by and between ArcBest Corporation and Michael E. Newcity (previously filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 4, 2024, File No. 000-
19969, and incorporated herein by reference).
10.40
Third Amended and Restated Receivables Loan Agreement, dated as of June 9, 2021, by and among ArcBest Funding
LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto from time to time, as Lenders,
the financial institutions party thereto from time to time, as Facility Agents, and The Toronto-Dominion Bank, as LC
Issuer and Administrative Agent (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
with the SEC on June 15, 2021, File No. 000-19969, and incorporated herein by reference).
10.41
First Amendment to Third Amended and Restated Receivables Loan Agreement, dated as of December 2, 2021, by
and among ArcBest Funding LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto
from time to time, as Lenders, the financial institutions party thereto from time to time, as Facility Agents, and The
Toronto-Dominion Bank, as LC Issuer and Administrative Agent (previously filed as Exhibit 10.39 to the Company’s
Annual Report on Form 10-K, filed with the SEC on February 25, 2022, File No. 000-19969, and incorporated herein
by reference).
10.42
Second Amendment to Third Amended and Restated Receivables Loan Agreement, dated as of May 13, 2022, by and
among ArcBest Funding LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto from
time to time, as Lenders, the financial institutions party thereto from time to time, as Facility Agents, and The Toronto-
Dominion Bank, as LC Issuer and Administrative Agent (previously filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on May 17, 2022, File No. 000-19969, and incorporated herein by reference).
109
10.43
Third Amendment to Third Amended and Restated Receivables Loan Agreement dated as of June 12, 2024, by and
among ArcBest Funding LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto from
time to time, as Lenders, the financial institutions party thereto from time to time, as Facility Agents, and The Toronto-
Dominion Bank, as LC Issuer and Administrative Agent (previously filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on June 14, 2024, File No. 000-19969, and incorporated herein by reference).
10.44
Fourth Amendment to Third Amended and Restated Receivables Loan Agreement, dated as of June 12, 2025, by and
among ArcBest Funding LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto from
time to time, as Lenders, the financial institutions party thereto from time to time, as Facility Agents, and The Toronto-
Dominion Bank, as LC Issuer and Administrative Agent (previously filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on June 17, 2025, File No. 000-19969, and incorporated herein by reference).
10.45
Fifth Amended and Restated Credit Agreement, dated as of November 25, 2025, among ArcBest Corporation and
certain of its subsidiaries party thereto from time to time, as borrowers, U.S. Bank National Association, as a LC issuer,
swing line lender and Administrative Agent, and the lenders and issuing banks party thereto (previously filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 26, 2025, File No. 000-19969,
and incorporated herein by reference).
16
Letter to the U.S. Securities and Exchange Commission dated March 7, 2025 (previously filed as Exhibit 16.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on March 7, 2025, File No. 000-19969, and incorporated
herein by reference).
19
Insider Trading Policy (previously filed as Exhibit 19 to the Company’s Annual Report on Form 10-K, filed with the
SEC on March 3, 2025, File No. 000-19969, and incorporated herein by reference).
21*
List of Subsidiary Corporations.
23.1*
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
23.2*
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1*
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97#
ArcBest Recoupment of Incentive Compensation Policy (previously filed as Exhibit 97 to the Company’s Annual
Report on Form 10-K, filed with the SEC on February 23, 2024, File No. 000-19969, and incorporated herein by
reference).
101.INS*
XBRL Instance Document – the instance document does not appear in the Interactive Data Files because its XBRL
tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
The Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
#
Designates a compensation plan or arrangement for directors or executive officers.
*
Filed herewith.
**
Furnished herewith.
(b)
Exhibits
See Item 15(a)(3) above.
ITEM 16.
FORM 10-K SUMMARY
None.
110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARCBEST CORPORATION
Date: February 25, 2026
By: /s/ Seth K. Runser
Seth K. Runser
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Seth K. Runser
Director, President and Chief Executive Officer
February 25, 2026
Seth K. Runser
(Principal Executive Officer)
/s/ J. Matthew Beasley
Chief Financial Officer
February 25, 2026
J. Matthew Beasley
(Principal Financial Officer)
/s/ Jason T. Parks
Vice President – Controller and Chief Accounting
February 25, 2026
Jason T. Parks
Officer (Principal Accounting Officer)
/s/ Judy R. McReynolds
Chairman of the Board and Director
February 25, 2026
Judy R. McReynolds
/s/ Salvatore A. Abbate
Director
February 25, 2026
Salvatore A. Abbate
/s/ Thom S. Albrecht
Director
February 25, 2026
Thom S. Albrecht
/s/ Ann G. Bordelon
Director
February 25, 2026
Ann G. Bordelon
/s/ Eduardo F. Conrado
Director
February 25, 2026
Eduardo F. Conrado
/s/ Fredrik J. Eliasson
Director
February 25, 2026
Fredrik J. Eliasson
/s/ Bobby K. George
Director
February 25, 2026
Bobby K. George
/s/ Michael P. Hogan
Director
February 25, 2026
Michael P. Hogan
/s/ Kathleen D. McElligott
Director
February 25, 2026
Kathleen D. McElligott
/s/ Janice E. Stipp
Director
February 25, 2026
Janice E. Stipp
/s/ Chris T. Sultemeier
Director
February 25, 2026
Chris T. Sultemeier
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111
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(This page intentionally left blank.)
112
ArcBest Executive Officers
Seth K. Runser
President & Chief Executive Officer
Christopher A. Adkins
Chief Strategy Officer
Dennis L. Anderson II
Chief Innovation Officer
J. Matthew Beasley
Chief Financial Officer
Erin K. Gattis
Chief Human Resources Officer
Matthew R. Godfrey
ABF Freight President
J. Brent Hagy
Chief Legal Officer &
Corporate Secretary
Mac S. Pinkerton
Chief Operating Officer,
Asset-Light Logistics
R. Edward Sorg
Chief Commercial Officer
ArcBest Corporation - Consolidated
Reconciliation of GAAP to Non-GAAP Financial Measures
Operating Income from Continuing Operations
Amounts on GAAP basis
$ 90,309
$ 244,434
Innovative technology costs, pre-tax(1)
29,119
34,081
Purchase accounting amortization, pre-tax(2)
12,768
12,768
Change in fair value of contingent consideration, pre-tax(3)
(2,650) (90,250)
Asset impairment charges, pre-tax(4)
12,037 1,700
Gain on sale of certain properties, pre-tax(5) (15,726) -
Legal settlement, pre-tax(6)
-
274
Non-GAAP amounts
$ 125,857
$ 203,007
Diluted Earnings Per Share from Continuing Operations
Amounts on GAAP basis
$ 2.62
$ 7.28
Innovative technology costs, after-tax (includes related financing costs)(1)
0.97
1.10
Purchase accounting amortization, after-tax(2)
0. 42
0.40
Change in fair value of contingent consideration, after-tax(3)
( 0.09)
(2.85)
Asset impairment charges, after-tax(4)
0.40
0.05
Gain on sale of certain properties, after-tax(5) ( 0.51) -
Legal settlement, after-tax(6)
- 0.01
Change in fair value of equity investment, after-tax(7)
- 0.91
Changes in cash surrender value and gains on life insurance policies
(0.15) (0.14)
Tax expense (benefit) from vested RSUs(8) 0.04 (0.47)
Non-GAAP amounts(9)
$
3.70
$
6.28
ArcBest Board of Directors
Judy R. McReynolds
Chairman
Salvatore A. Abbate 2-Chair, 3
Thom S. Albrecht 1
Ann G. Bordelon 1
Eduardo F. Conrado 2, 3
Lead Independent Director - ArcBest
Bobby K. George 1
Michael P. Hogan 2, 3-Chair
Seth K. Runser
Janice E. Stipp 1-Chair
Chris T. Sultemeier 2, 3
ArcBest Board Committees
1 Audit Committee
2 Compensation Committee
3 Nominating/Corporate Governance
Committee
For biographies of ArcBest’s executive officers
and directors, which include information
regarding their principal occupation, see the
“Executive Officers of the Company” and
“Election of Directors” sections of the 2026 Proxy
Statement & Notice of Annual Meeting.
Shareholder Information
Corporate Headquarters
ArcBest
8401 McClure Drive
Fort Smith, AR 72916
(479) 785-6000
arcb.com
invrel@arcb.com
Annual Meeting
The Annual Meeting of Stockholders will be held at
7:30 a.m. CDT on Friday, April 24, 2026. The Annual
Meeting will be held in-person at ArcBest’s Corporate
Headquarters.
Stock Listing
The Nasdaq Global Select Market
Symbol: ARCB
Transfer Agent and Registrar
Equiniti Trust Company
Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
(800) 468-9716
shareowneronline.com
2025 2024
($ thousands, except per share data)
1) Represents costs related to our customer pilot offering of Vaux and initiatives to optimize our performance through technological innovation.
2) Represents the amortization of acquired intangible assets in the Asset-Light segment.
3) Represents change in fair value of the contingent earnout consideration recorded for the MoLo acquisition.
4) For the Asset-Light segment, the 2025 periods represent noncash asset impairment charges recognized during fourth quarter 2025 related to the indefinite-lived intangible asset, and 2024 periods represent noncash asset
impairment charges for certain revenue equipment and software recognized during fourth quarter 2024 as part of a strategic decision to adjust capacity within Asset-Light’s operations. For “Other and Eliminations,” the 2025
periods represent the write-off of certain assets utilized in the freight handling pilot program.
5) Primarily includes gains on two service center sales within the Asset-Based operations.
6) Represents settlement expenses related to the classification of certain Asset-Light employees under the Fair Labor Standards Act, which were paid during first quarter 2025.
7) Represents a noncash impairment charge to write off an equity investment in Phantom Auto, a provider of human-centered remote operation software, which ceased operations during first quarter 2024.
8) Represents recognition of the tax impact for the vesting of share-based compensation.
9) Non-GAAP amounts are calculated in total and may not equal the sum of the GAAP amounts and the non-GAAP adjustments due to rounding.
8401 McClure Drive
Fort Smith, AR 72916