June 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~November 315, 2025 (~~October~~November 295, 2025)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	0-19969	71-0673405
(State or other jurisdiction of incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
8401 McClure DriveFort Smith, Arkansas(Address of principal executive offices)		72916(Zip Code)

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

Not Applicable

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

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

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	ARCB	Nasdaq

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

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.☐

ITEM 52.02 – ~~DEPARTURE~~RESULTS OF ~~DIRECTORS~~OPERATIONS ORAND ~~CERTAIN~~FINANCIAL ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.~~CONDITION

On ~~October~~November 295, 2025, ~~the~~ArcBest® ~~Board of Directors~~ (~~the~~Nasdaq: ~~“Board”~~ARCB) ~~of ArcBest Corporation~~ (the “Company”) ~~increased~~issued ~~the~~a ~~size~~press ofrelease ~~the~~announcing ~~Board~~its ~~from~~unaudited ~~ten~~third toquarter ~~eleven~~2025 ~~members~~results. ~~and~~A ~~elected~~copy ~~Chris~~of T.the ~~Sultemeier~~press torelease ~~the~~is ~~Board~~furnished as aExhibit ~~director,~~99.1 ~~effective~~to ~~immediately.~~this ~~The~~Current ~~Board~~Report ~~also~~on ~~appointed~~Form ~~Mr.~~8-K ~~Sultemeier~~and toincorporated ~~serve~~herein onby ~~the~~reference. ~~Compensation~~Additional ~~Committee~~supplemental information and ~~the~~presentation ~~Nominating/Corporate~~slides ~~Governance~~to ~~Committee,~~be ~~effective~~used ~~immediately.~~in ~~Mr.~~connection ~~Sultemeier’s~~with ~~initial~~the ~~term~~scheduled onconference call to discuss the ~~Board~~third ~~will~~quarter ~~expire~~results atare ~~the~~furnished ~~Company’s~~as ~~2026~~Exhibit ~~Annual~~99.2 ~~Meeting~~and ofExhibit ~~Stockholders,~~99.3 atto ~~which~~this ~~time~~Current heReport ~~will~~on ~~stand~~Form ~~for~~8-K ~~election~~and toincorporated aherein ~~new~~by ~~term~~reference.

~~Mr.~~The ~~Sultemeier~~Company ~~serves~~reports asits anfinancial ~~Operating~~results ~~Partner~~in ofaccordance ~~NewRoad~~with ~~Capital~~generally ~~Partners.~~accepted Mraccounting principles (“GAAP”). ~~Sultemeier~~However, ~~has~~management ~~not~~believes ~~engaged~~that incertain ~~any~~non-GAAP ~~related~~financial ~~person~~measures ~~transaction~~and ~~with~~ratios and other information utilized for internal analysis provide analysts, investors, and others the ~~Company~~same information that ~~would~~we beuse ~~required~~internally tofor bepurposes ~~disclosed~~of ~~pursuant~~assessing tothe ~~Item 404(a) of Regulation~~Company’s ~~S-K,~~core operating performance and heprovide ismeaningful ~~not~~comparisons abetween ~~party~~current toand ~~any~~prior ~~arrangements~~period orresults, ~~understandings~~as ~~with~~well ~~any~~as ~~other~~important ~~persons~~information ~~pursuant~~regarding toperformance ~~which~~trends. heThe ~~was~~use ~~elected~~of ascertain anon-GAAP ~~director~~measures ofimproves comparability in analyzing ArcBest’s performance because it removes the ~~Board~~impact of items from operating results that, in management’s opinion, do not reflect ArcBest’s core operating performance.

~~For~~The ~~his~~press ~~service~~release asin aExhibit ~~non-employee Board member~~99.1, ~~Mr.~~the ~~Sultemeier~~supplemental ~~will~~information ~~participate~~ in ~~the~~Exhibit ~~Company’s~~99.2, ~~non-employee~~and ~~director~~the ~~compensation~~presentation ~~arrangements,~~slides ~~including~~in anExhibit ~~initial~~99.3 ~~grant~~include ofcertain ~~restricted~~non-GAAP ~~stock~~information. ~~units,~~Certain ~~which~~information hediscussed ~~will~~in ~~receive~~the onscheduled ~~the~~conference ~~fifth~~call ~~business~~could ~~day~~also ~~following~~be ~~the~~considered ~~Company’s~~non-GAAP ~~earnings~~measures. ~~release~~Reconciliations ~~for~~of the ~~third~~non-GAAP ~~quarter~~measures ofto ~~2025,~~the ormost ~~such~~directly ~~other~~comparable ~~dates~~financial asmeasures ~~may~~calculated beand ~~determined~~presented byin ~~the~~accordance ~~Board.~~with InGAAP ~~addition,~~are asincluded ofin ~~October~~Exhibit ~~29,~~99.1 ~~2025~~herein, ~~Mr.~~including ~~Sultemeier~~reconciliations ~~entered~~of ~~into~~GAAP ~~the~~earnings ~~Company’s~~and ~~standard~~earnings ~~indemnification~~per ~~agreement~~share ~~for~~to ~~directors.~~non-GAAP ~~For~~financial ameasures, ~~general~~reconciliations ~~description~~ of ~~the~~GAAP ~~compensation~~to ~~program~~non-GAAP ~~for~~effective ~~the~~tax ~~Company’s~~rates, ~~non-employee~~and ~~directors~~calculations ~~and~~of ~~Board~~adjusted ~~committee~~earnings ~~members~~before ~~and~~interest, ~~the~~taxes, ~~Company’s~~depreciation ~~indemnification~~and ~~agreements~~amortization ~~with~~(“Adjusted ~~the~~EBITDA”). ~~members~~Reconciliations of ~~the~~non-GAAP ~~Board,~~measures ~~please~~included ~~see~~in the ~~Company’s~~presentation ~~Proxy~~slides ~~Statement~~to ~~for~~the ~~its~~most ~~2025~~directly ~~Annual~~comparable ~~Meeting~~GAAP offinancial ~~Stockholders,~~measures ~~filed~~are ~~with~~also ~~the~~included ~~Securities~~within ~~and~~Exhibit ~~Exchange~~99.3 ~~Commission on March 14, 2025~~herein.

OnManagement ~~October~~believes ~~30,~~EBITDA ~~2025~~and Adjusted EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, ~~Dr.~~investors ~~Craig~~and Eothers to measure financial performance and ability to service debt obligations. ~~Philip~~Additionally, ~~notified~~Adjusted EBITDA is a primary component of the ~~Board~~financial covenants contained in ArcBest’s credit agreement. Other companies may calculate EBITDA and Adjusted EBITDA differently; therefore, ArcBest’s calculation of ~~his~~EBITDA ~~decision~~and Adjusted EBITDA may not be comparable to ~~retire~~similarly ~~from~~titled ~~the~~measures ~~Board,~~of ~~effective~~other ~~following~~companies. ~~the~~Non-GAAP ~~January~~financial 27measures should be viewed in addition to, ~~2026~~and ~~Board~~not ~~meeting~~as an alternative for, ~~after~~ArcBest’s ~~more~~reported results. These financial measures should not be construed as better measurements than 14operating ~~years~~income, ofoperating ~~service~~cash onflow, ~~the~~net ~~Board.~~income or earnings per share, as determined under GAAP.

Also on October 30, 2025, the independent directors of the Board unanimously elected Eduardo F. Conrado to serve as Lead Independent Director, effective November 1, 2025. Mr. Conrado’s appointment as Lead Independent Director is made in connection with the previously announced retirement of Steven L. Spinner, effective October 31, 2025. For his service as Lead Independent Director of the Board, Mr. Conrado will be entitled to receive an additional annual retainer in accordance with the Company’s compensation program for non-employee directors.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

As previously disclosed on July 17, 2025, Judy R. McReynolds will retire as chief executive officer effective December 31, 2025, but will continue to serve as chairman of the Board following her retirement. Effective on January 1, 2026, for her service as a non-employee Board member, Ms. McReynolds will participate in the Company’s non-employee director compensation arrangements. Additionally, for her service as chairman of the Board, she will receive an additional annual cash retainer of $120,000.


Exhibit No.		Description of Exhibit

99.1		Press release of ArcBest dated November 5, 2025
99.2		Supplemental information dated November 5, 2025
99.3		Earnings conference call presentation dated November 5, 2025
104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

For a general description of the compensation program for the Company’s non-employee directors and Board committee members and the Company’s indemnification agreements with the members of the Board, please see the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 14, 2025.

~~ITEM 7.01 – REGULATION FD DISCLOSURE.~~

On October 31, 2025, the Company issued a press release announcing Mr. Sultemeier’s appointment, Dr. Philip’s retirement and Mr. Conrado’s election as Lead Independent Director. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference.SIGNATURES

~~The~~Pursuant ~~information~~to ~~furnished~~the inrequirements ~~this Item 7.01 shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~as amended (~~the ~~“Exchange~~registrant ~~Act”),~~has orduly ~~otherwise~~caused ~~subject~~this report to ~~the~~be ~~liabilities~~signed ofon ~~that~~its ~~section,~~behalf ~~nor shall such information be deemed incorporated~~ by ~~reference in any filing under~~ the ~~Securities~~undersigned ~~Act~~hereunto ofduly ~~1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~authorized.

Item 9.01 Financial Statements and Exhibits.



		ARCBEST CORPORATION

		(Registrant)

Date:	November 5, 2025	/s/ Michael R. Johns
		Michael R. Johns
		Chief Legal Officer and Corporate Secretary


Exhibit No.		Description of Exhibit

99.1*		Press release of ArcBest dated October 31, 2025
104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*Furnished herewith.

~~Signatures~~

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


		ARCBEST CORPORATION

		(Registrant)

Date:	October 31, 2025	/s/ Michael R. Johns
		Michael R. Johns
		Chief Legal Officer and Corporate Secretary

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