ARCBEST CORP /DE/ — fact timeline

ARCBEST CORP /DE/ terminated Third Amended and Restated Receivables Loan Agreement with Toronto-Dominion Bank valued at $50 million (effective 2026-05-18).

“On May 18, 2026, ArcBest Corporation (the “ Company ”) and its wholly owned subsidiary, ArcBest Funding LLC (the “ Borrower ”), terminated the Third Amended and Restated Receivables Loan Agreement, dated as of June 9, 2021, as amended December 2, 2021, May 13, 2022, June 12, 2024, and June 12, 2025 (the “ Loan Agreement ”), by and among the Borrower, Toronto-Dominion Bank (“ TD Bank ”), and the other lender and facility agent parties thereto.”

ARCBEST CORP /DE/: Company converted from Delaware to Texas corporation, replacing its third amended and restated certificate of incorporation with a Texas charter and adopting new bylaws (effective 2026-05-15).

“Pursuant to the Conversion Documents, the Company converted from a Delaware corporation into a Texas corporation (the “Texas Reincorporation”) effective on May 15, 2026, at 9:35 a.m. Central Time (the “Effective Time”).”

ARCBEST CORP /DE/ reported first quarter ended March 31, 2026 results: revenue $998.8 million, net income $1.0 million, EPS $0.05 per diluted share.

“First quarter 2026 revenue totaled $998.8 million, compared to $967.1 million in the prior-year period. Net loss was $1.0 million, or a loss of $0.05 per diluted share, versus net income of $3.1 million, or $0.13 per diluted share, in the first quarter of 2025.”

ARCBEST CORP /DE/ amended credit facility of $250 million with U.S. Bank National Association at Alternate Base Rate plus a spread ranging from 0.125% to 1.00% or Adjusted Term maturing November 25, 2030.

“and Restated Credit Agreement, and (c) amend certain other terms as further set forth therein; ​ The Credit Facility has a five-year term and an initial maximum credit amount of $250 million at any time outstanding, including a swing line facility providing for swing line loans up to an aggregate outstanding amount of $40 million, and a letter of credit sub-facility”

ARCBEST CORP /DE/ amended credit facility with The Toronto-Dominion Bank at SOFR or, to the extent funded by the Conduit Lender through the issuance of note maturing July 1, 2026.

“On June 12, 2025, ArcBest Funding LLC (the “Borrower”), a wholly-owned subsidiary of ArcBest Corporation (the “Company”), entered into a fourth amendment (the “Amendment”) to its Third Amended and Restated Receivables Loan Agreement”

ARCBEST CORP /DE/ engaged Grant Thornton LLP as its auditor.

“On March 4, 2025, the Audit Committee approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm beginning with the year ending December 31, 2025.”

ARCBEST CORP /DE/ dismissed Ernst & Young LLP as its auditor.

“On March 4, 2025, following the conclusion of this process, the Audit Committee dismissed EY as the Company’s independent registered public accounting firm.”

ARCBEST CORP /DE/ received a nasdaq compliance regained notice regarding audit committee (rules 5605(c)(2)(A), 5605(a)(2)(F)).

“March 3, 2025, ArcBest Corporation (the “Company”) received a notice from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) after the Company discovered and self-reported that it did not fully comply with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A). The non-compliance was a result of Fredrik J. Eliasson, a member of the Audit Committee, not qualifying as independent pursuant to Nasdaq Listing Rule 5605(a)(2)(F) due to his brother-in-law serving as a partner of the Company’s outside auditor for”

ARCBEST CORP /DE/: Adopted proxy access right permitting stockholders owning 3% or more for at least three years to nominate director nominees (effective 2025-02-20).

“On February 20, 2025, the Board of Directors (the “Board”) of ArcBest Corporation, a Delaware corporation (the “Company”), approved and adopted the Ninth Amended and Restated Bylaws (as amended and restated, the “Bylaws”) effectively immediately, to implement a “proxy access” right, which permits a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees”

Steven Leonard departed as Chief Commercial Officer and President, Asset-Light Logistics at ARCBEST CORP /DE/.

“Steven Leonard, the Company’s Chief Commercial Officer and President, Asset-Light Logistics, announced that he will be retiring in June 2025.”

Eddie Sorg changed role as Chief Commercial Officer at ARCBEST CORP /DE/.

“Eddie Sorg, the Company’s current Chief Operating Officer, Asset-Light Logistics, will assume the role of Chief Commercial Officer.”

Christopher Adkins was appointed as Chief Strategy Officer at ARCBEST CORP /DE/.

“Christopher Adkins, the Company’s current Vice President – Yield Strategy and Management, will assume the role of Chief Strategy Officer;”

Dennis L. Anderson changed role as Chief Innovation Officer at ARCBEST CORP /DE/.

“Dennis L. Anderson, the Company’s current Chief Strategy and Innovation Officer, will assume the role of Chief Innovation Officer;”

ARCBEST CORP /DE/: Amendment and restatement of Code of Conduct to enhance policies on human rights, insider trading, corruption, bribery, and political contributions (effective 2024-10-29).

“On October 29, 2024, upon the recommendation of the Audit Committee of the Board of Directors of the Company (the “Board”), the Board approved and adopted an amendment and restatement of the Company’s Code of Conduct (as amended and restated, the “Code of Conduct”). The Code of Conduct became effective immediately upon adoption. The Code of Conduct was amended to, among other things, enhance and expand on our commitment to maintaining and promoting fundamental human rights and our policies regarding insider trading, corruption, bribery and political contributions.”

Dennis L. Anderson was appointed as Chief Strategy and Innovation Officer at ARCBEST CORP /DE/.

“Dennis L. Anderson, the Company’s Chief Strategy Officer, will assume Mr. Newcity’s responsibilities as Chief Innovation Officer under the new title of Chief Strategy and Innovation Officer.”

Michael E. Newcity departed as Chief Innovation Officer at ARCBEST CORP /DE/.

“Michael E. Newcity, Chief Innovation Officer of ArcBest Corporation (the “Company”) and President of the Company’s subsidiary, ArcBest Technologies, Inc. , announced his intent to retire in December 2024.”

Dennis L. Anderson changed role as Chief Strategy and Innovation Officer at ARCBEST CORP /DE/.

“Dennis L. Anderson, the Company’s Chief Strategy Officer, will assume Mr. Newcity’s responsibilities as Chief Innovation Officer under the new title of Chief Strategy and Innovation Officer.”

Michael E. Newcity departed as Chief Innovation Officer at ARCBEST CORP /DE/.

“Michael E. Newcity, Chief Innovation Officer of ArcBest Corporation (the “Company”) and President of the Company’s subsidiary, ArcBest Technologies, Inc., informed the Company that he will be retiring in December 2024.”

Matthew Godfrey was appointed as president of ABF Freight at ARCBEST CORP /DE/.

“Replacing Mr. Runser as president of ABF Freight will be Matthew Godfrey, who currently serves as vice president – engineering of ABF Freight.”

Seth Runser was appointed as president at ARCBEST CORP /DE/.

“the Board of Directors of ArcBest Corporation (the “Company”) announced the appointment of Seth Runser, the current president of ABF Freight, to serve as president of the Company, effective as of August 1, 2024.”

ARCBEST CORP /DE/ shareholders approved Amendment of the Company's Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements at the 2024-04-26 meeting.

“Proposal IV: The amendment of the Company's Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024 at the 2024-04-26 meeting.

“Proposal III: The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024 was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Annual advisory vote on the compensation of the Company's Named Executive Officers at the 2024-04-26 meeting.

“Proposal II: The annual advisory vote on the compensation of the Company's Named Executive Officers was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Election of directors to the Board until the 2025 annual stockholders meeting at the 2024-04-26 meeting.

“Proposal I: The following directors were elected by the indicated vote:”

ARCBEST CORP /DE/ reported first quarter 2024 results: revenue $1.0 billion, net income $2.9 million, EPS $0.12 per diluted share.

“ArcBest ® (Nasdaq: ARCB) , a leader in supply chain logistics, today reported first quarter 20 24 revenue from continuing operations of $ 1.0 billion, compared to $1.1 billion in the first quarter of 2023. First quarter 202 4 operating income from continuing operations was $ 22.4 million , compared to $21.2 million in the prior year period, and net loss from continuing operations was $ 2.9 million, or $ 0.12 per diluted share , compared to net income of $18.8 million, or $0.75 per diluted share, in 2023 .”

ARCBEST CORP /DE/: Amended bylaws to adopt majority vote standard for uncontested director elections, clarify resignation policy, lower amendment voting threshold to majority, and make technical changes (effective 2024-02-29).

“on February 29, 2024, the Board approved and adopted the Eighth Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately. The Bylaws were amended to: (i) adopt a majority of votes cast standard for uncontested director elections (while retaining a plurality standard in contested elections); (ii) clarify the director resignation policy in uncontested elections; (iii) lower the voting requirement to amend the Bylaws at any annual or special meeting of the stockholders from 75% to a majority of the shares of stock issued and outstanding and entitled to vote thereat; and (iv) make various technical and other changes to conform to the foregoing and applicable law.”

ARCBEST CORP /DE/ reported full year 2023 results: revenue $ 4.4 billion, net income $ 142.2 million, or $ 5.77 per diluted share, EPS $ 5.77 per diluted share.

“per diluted share , compared to $ 60.8 million, or $ 2.42 per diluted share , in fourth quarter 2022. ​ ArcBest’s full year 202 3 revenue from continuing operations totaled $ 4.4 billion compared to $ 5.0 billion in 202 2 . Net income from continuing operations was $ 142.2 million, or $ 5.77 per diluted share, compared to net income of $ 294.6 million, or $ 11.55”

ARCBEST CORP /DE/ reported fourth quarter 2023 results: revenue $ 1.1 billion, net income $ 48.8 million, or $ 2.01 per diluted share, EPS $ 2.01 per diluted share.

“SMITH, Ark . , February 6 , 20 24 — ArcBest ® (Nasdaq: ARCB) , a leader in supply chain logistics, today reported fourth quarter 20 23 revenue from continuing operations of $ 1.1 billion, compared to $1.2 billion in the fourth quarter of 2022. ArcBest’s fourth quarter 202 3 operating income from continuing operations was $ 64.3 million , compared to $50.2 million”

ARCBEST CORP /DE/: Removed certain informational requirements for advance notice and eliminated exclusive forum provision for Securities Act claims (effective 2023-10-24).

“On October 24, 2023, the Board of Directors (the “Board”) of ArcBest Corporation, a Delaware corporation (the “Company”), approved and adopted the Seventh Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to (i) remove certain informational requirements for notices delivered to the Company under the advance notice requirements set forth in Section 2.13 of the Bylaws, and (ii) remove the provision from Article X of the Bylaws that made the federal district court of Delaware the sole and exclusive forum for the resolution of any complaint arising under the Securities Act of 1933, as amended.”

ARCBEST CORP /DE/ reported Q2 2023 results: revenue second quarter 2023 revenue from continuing operations of $1.1 billion, net income Second quarter 2023 net income of $40.4 million, EPS $1.64 per diluted share.

“FORT SMITH, Ark . , July 28 , 20 23 — ArcBest ® (Nasdaq: ARCB) , a leader in supply chain logistics, today reported second quarter 20 23 revenue from continuing operations of $ 1.1 billion, compared to $1.3 billion in the second quarter of 2022. Second quarter 2023 net income was $40.4 million, or $1.64 per diluted share, compared to $102.5 million, or $4.00 per diluted share, in the second quarter of 2022 .”

ARCBEST CORP /DE/ entered into New Labor Agreement with International Brotherhood of Teamsters (effective 2023-07-07).

“On July 7, 2023, ArcBest Corporation (the “Company”) announced that, following the ratification of two remaining supplemental agreements, the International Brotherhood of Teamsters (the “IBT”) has ratified a new five-year collective bargaining agreement (the “New Labor Agreement”) among the IBT and ABF Freight System, Inc. (“ABF Freight”), a subsidiary of the Company.”

Danny E. Loe resigned as Chief Yield Officer at ARCBEST CORP /DE/.

“On June 5, 2023, Danny E. Loe, Chief Yield Officer of ArcBest Corporation (the “Company”), notified the Company of his decision to leave the Company.”

ARCBEST CORP /DE/ shareholders approved Approval of an amendment of the Company’s Restated Certificate of Incorporation to update the exculpation provision at the 2023-04-26 meeting.

“Proposal V: The amendment of the Company’s Restated Certificate of Incorporation to update the exculpation provision was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 at the 2023-04-26 meeting.

“Proposal IV: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Advisory vote on the frequency of holding future advisory votes on executive compensation at the 2023-04-26 meeting.

“Proposal III: The frequency of “1 year” was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Annual advisory vote on the compensation of the Company’s Named Executive Officers at the 2023-04-26 meeting.

“Proposal II: The annual advisory vote on the compensation of the Company’s Named Executive Officers was approved by a vote of stockholders as follows:”

ARCBEST CORP /DE/ shareholders approved Election of directors to the Company’s Board of Directors until the 2024 annual stockholders meeting at the 2023-04-26 meeting.

“Proposal I: The following directors were elected by the indicated vote:”

Matt Beasley was appointed as vice president – chief financial officer and treasurer at ARCBEST CORP /DE/.

“Matt Beasley, currently the Company’s vice president and treasurer, will replace Mr. Cobb and become vice president – chief financial officer and treasurer, effective May 14, 2023.”

David Cobb retired as vice president and chief financial officer at ARCBEST CORP /DE/.

“David Cobb, vice president and chief financial officer of the Company, had informed the Company that he will be retiring in October 2023.”

Traci L. Sowersby departed as vice president – controller and chief accounting officer at ARCBEST CORP /DE/.

“On January 18, 2022, ArcBest Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) disclosing that Jason Parks, then the assistant corporate controller, would replace Traci L. Sowersby, vice president – controller and chief accounting officer of the Company, and that Mr. Parks would become vice president – controller and chief accounting officer and the principal accounting officer of the Company, effective March 1, 2023.”

Jason Parks was appointed as vice president – controller and chief accounting officer at ARCBEST CORP /DE/.

“On January 18, 2022, ArcBest Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) disclosing that Jason Parks, then the assistant corporate controller, would replace Traci L. Sowersby, vice president – controller and chief accounting officer of the Company, and that Mr. Parks would become vice president – controller and chief accounting officer and the principal accounting officer of the Company, effective March 1, 2023.”

ARCBEST CORP /DE/ reported Full Year 2022 (Non-GAAP) results: net income $348.4 million, EPS $13.66 per diluted share.

“On a non-GAAP basis, ArcBest’s 2022 net income was $348.4 million, or $13.66 per diluted share”

ARCBEST CORP /DE/ reported Full Year 2022 results: revenue $5.3 billion, net income $298.2 million, EPS $11.69 per diluted share.

“ArcBest’s full year 2022 revenue totaled a record $5.3 billion compared to $4.0 billion in 2021. Net income was $298.2 million, or $11.69 per diluted share”

ARCBEST CORP /DE/ reported Fourth Quarter 2022 (Non-GAAP) results: net income $61.6 million, EPS $2.45 per diluted share.

“Excluding certain items in both periods as identified in the attached reconciliation tables, fourth quarter 2022 non-GAAP operating income was $82.7 million, compared to $102.2 million in the prior-year period. On a non-GAAP basis, net income was $61.6 million, or $2.45 per diluted share”

Salvatore A. Abbate was elected as Director at ARCBEST CORP /DE/.

“On January 30, 2023, the Board of Directors (the “Board”) of ArcBest Corporation (the “Company”) elected Salvatore A. Abbate to the Board as a director, effective immediately.”

David Cobb departed as vice president and chief financial officer at ARCBEST CORP /DE/.

“On December 6, 2022, David Cobb, vice president and chief financial officer of ArcBest Corporation (the “Company”), informed the Company that he will be retiring in October 2023.”

ARCBEST CORP /DE/: Adopted Sixth Amended and Restated Bylaws updating advance notice requirements for director nominations and stockholder proposals, enhancing procedural mechanics for Universal Proxy Rules, updating electronic communications and stockholder list requirements, and establishing exclusive federal forum (effective 2022-10-27).

“On October 27, 2022, the Board of Directors (the “Board”) of ArcBest Corporation, a Delaware corporation (the “Company”), approved and adopted the Sixth Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to (i) clarify and update certain corporate procedures, (ii) update certain provisions and eliminate redundancies and (iii) make various technical and conforming changes. The Bylaws became effective immediately upon adoption”

ARCBEST CORP /DE/ reported third quarter 2022 results: revenue $ 1.4 billion, net income $88.8 million, EPS $3.50.

“● Third quarter 2022 revenue of $1.4 billion increased 33.0 percent over third quarter 2021. ● Net income improved to $88.8 million, or $3.50 per diluted share.”

Stephen E. Gorman resigned as director at ARCBEST CORP /DE/.

“On August 5, 2022, Stephen E. Gorman notified the board of directors (the “Board”) of ArcBest Corporation (the “Company”) of his decision to resign from the Board, effective immediately, due to his nomination to serve as a director on the board of directors of another company.”

Jason Parks was appointed as vice president – controller and chief accounting officer at ARCBEST CORP /DE/.

“Jason Parks, currently assistant corporate controller, will replace Ms. Sowersby and become vice president – controller and chief accounting officer of the Company, effective March 1, 2023.”