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What changed in ARCBEST CORP /DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ARCBEST CORP /DE/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+487 added−535 removedSource: 10-K (2026-02-25) vs 10-K (2025-03-03)

Top changes in ARCBEST CORP /DE/'s 2025 10-K

487 paragraphs added · 535 removed · 404 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

117 edited+23 added−41 removed34 unchanged
Biggest changeOur 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: ● Inbound Logistics’ 2024 list of “Top 100 Truckers;” ● Named to the 2024 “FleetOwner 500 For-Hire Fleets” list ranking No. 27, up two spots from 2023; ● Fortune 1000 List of Top Companies, ranking No. 689 in 2024; ● 15th in the Commercial Carrier Journal’s 2024 list of “Top 250 For-Hire Carriers;” ● Named to Financial Times’ and Statista’s list of “The Americas’ Fastest Growing Companies of 2024;” ● Transport Topic’s 2024 list of “Top 100 For-Hire Carriers” for our eleventh consecutive year; ● Ranked No. 40 on Transport Topics “2024 Top 100 Logistics List;” ● Named a FourKites Premier Carrier for the first half of 2024; and ● Inbound Logistics’ 2024 “Top 100 3PL Providers” as one of the best of the best third-party logistics companies. ​ Asset-Based Segment Our Asset-Based carrier, ABF Freight, has received various awards since 2023 demonstrating ABF Freight’s commitment to quality and excellence, along with sustainability awards and recognitions, as previously detailed in the Business section. ● Named a Logistics Management “2024 Quest for Quality Award” winner in the National LTL Carriers category for the eighth time; ● Ranked No. 1 in the industry for the most useful website and No. 2 in the industry for proactive communications by Mastio; and ● Ranked No. 8 in the Journal of Commerce list of top 40 LTL Carriers. ​ Asset-Light Segment Asset-Light received the following recognitions since 2023, in addition to those previously detailed in the Business section: ● Named among the 100 “Top Freight Brokerage Firms” in Transport Topics for 2024; 17 Table of Contents ● MoLo was honored in January 2025, for the fifth consecutive year, 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 2024 top “3PL & Cold Storage Provider” by Food Logistics; ● MoLo and Panther were included in Project44’s “2024 Preferred Carriers” list as gold-tier carriers in the truckload and LTL categories, respectively, for providing exceptional real-time visibility; and ● MoLo was named a “2024 Top Food Chain Provider” by Food Chain Digest, the official magazine of Food Shippers of America. ​ 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.
Biggest changeOur 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. ​ 16 Table of Contents 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.
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 our 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.
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.
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 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.
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.
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 (“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.
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.
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. ​ 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.
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.
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 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.
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.
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 are required to obtain and maintain various licenses and permits, some of which are difficult to obtain.
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.
In December 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 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 September 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, 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.
This 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.
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.
For nearly two decades, ArcBest, including ABF Freight, Panther, and MoLo, 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.
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.
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, 2024, 2023, and 2022. ​ 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.
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.
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 cross-border shipping and ground transportation to and from ports.
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.
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. ​ 7 Table of Contents 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 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.
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 2025 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.
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.
Our technology and innovations 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 Solutions, LLC (“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.
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.
In March 2024, the EPA finalized a rule for a third phase of the GHG emissions (“EPA/NHTSA Phase 3”), which includes more stringent standards to reduce GHG emissions from heavy-duty vehicles beginning with model year 2027 beyond the current standards applicable under the EPA/NHTSA Phase 2.
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.
We offer a digital health platform, life coaching services, behavioral health support, and a weight loss program, and we encourage healthy behaviors throughout the year through regular communications, educational sessions, wellness challenges, and other incentives. ​ Safety is critical to our business.
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.
As previously described in the “Asset-Based Segment” within this Business section, as of December 2024, approximately 82% 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.
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.
In January 2024, three ABF Freight drivers 15 Table of Contents 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.
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.
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. ​ 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.
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. ​ 7 Table of Contents 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 Company was also named to the “Elite 30” list of the 2024 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 category. ArcBest also holds an A+ culture rating by employees via Comparably.
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.
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 differ from shipments of bulk raw materials, commonly transported by railroad, truckload tank car, pipeline, and water carrier.
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 5 Table of Contents differ from shipments of bulk raw materials, commonly transported by railroad, truckload tank car, pipeline, and water carrier.
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. 13 Table of Contents ​ 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 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.
ABF Freight offers interstate and intrastate services to approximately 51,000 communities in all 50 states, Canada, and Puerto Rico through 241 service centers. ABF Freight also provides motor carrier freight transportation services to customers in Mexico through arrangements with trucking companies in that country. ​ Our Asset-Based segment offers transportation of general commodities through standard, time-critical, and guaranteed LTL services.
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.
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. ​ 8 Table of Contents Pricing Approximately 20% of our Asset-Based business is subject to base LTL tariffs, which are affected by general rate increases, subject to individually negotiated discounts.
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 annually negotiated pricing arrangements.
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.
Much of the technology used at ArcBest has been developed internally and is tailored specifically for customers, capacity suppliers and internal business processing needs.
Much of the technology used at ArcBest has been developed internally and is tailored specifically to customers, capacity suppliers, and internal business processing needs.
As of December 2024, approximately 82% 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.
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.
The trucking industry faces rising costs of compliance with government regulations on safety, equipment design and maintenance, driver utilization, climate-related impact, and fuel economy, as well as increasing costs in certain areas that are not industry-specific, including health care and retirement benefits.
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.
We also have safety 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.
We also have safety 14 Table of Contents 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.
Through our truckload service, we offer a growing network of more than 100,000 approved contract carriers, with service to all 50 states, Canada, and Mexico.
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 solutions, we partner with customers to increase operational efficiencies, reduce costs, and give better insight into supply chains by providing customized solutions utilizing technology.
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.
Note N 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, 2024, 2023, and 2022. ​ 5 Table of Contents 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 98% of U.S. cities with a population of 30,000 or more.
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.
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 50.5% of Asset-Based revenues for 2024, are the largest component of the segment’s operating expenses.
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.
Other carriers would be similarly affected by changes in industry regulations. 11 Table of Contents ​ 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 August 2016, the U.S.
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.
We support our employees by providing a workplace where people with diverse experiences, needs, and perspectives can grow and make a lasting impact. ​ We carry out our 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 produce long-term value by delivering a premium experience and growing informed, trusted and innovative relationships.
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.
For the year ended December 31, 2024, 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 19% of its revenues.
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.
We also offer warehousing and distribution services to and from major global ports to streamline our customers’ ocean shipping processes. ​ Moving Our moving services offer flexibility and convenience for how people move through targeted service offerings for the “do-it-yourself” consumer.
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.
Note N 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, 2024, 2023, and 2022. ​ Our Asset-Light segment originated with the formation of ABF Logistics in July 2013, when we aligned the sales and operations functions of our organically developed logistics businesses.
Note M to our consolidated financial statements included in Part II, Item 8 of this 6 Table of Contents 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.
Through the implementation of custom-built solutions and leading-edge technologies, we help our customers successfully navigate the complex logistics landscape so they can use their supply chain as a competitive advantage. ​ During 2024, we made additional technology investments to improve both customer experience and carrier capacity experience while continuing to optimize costs.
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. ​ 9 Table of Contents During 2025, we made additional technology investments to improve both customer experience and carrier capacity experience while continuing to optimize costs.
Department of Commerce during 2024, the total market potential in the industry segments we serve is approximately $359 billion. The LTL industry has significant barriers to entry and is highly competitive, as previously discussed in “Asset-Based Segment” within this Business section.
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.
See Note J to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more specific disclosures regarding 6 Table of Contents the multiemployer pension plans to which ABF Freight contributes, and discussion of legislation impacting funding for multiemployer pension plans. ​ ABF Freight operates in a highly competitive industry comprised primarily of nonunion motor carriers.
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.
Inclement weather conditions can adversely 9 Table of Contents affect freight shipments and operating costs of our Asset-Based and Asset-Light segments.
Inclement weather conditions can adversely affect freight shipments and operating costs of our Asset-Based and Asset-Light segments.
The remaining business is priced on an individual shipment basis considering each shipment’s unique profile, the value we provide to the customer, 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.
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.
In August 2021, the EPA announced the “Clean Truck Plan,” a series of rulemakings over the next three years, the third and final was announced in March 2024, to set new emissions standards to reduce nitrogen oxide emissions from heavy-duty vehicles beginning with model year 2027.
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.
Additionally, MoLo leases a LEED Gold-certified office facility in Chicago, which was constructed to include a green roof, smart lighting, energy-efficient HVAC units, and additional eco-friendly features. ​ 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.
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.
In our dock operations, we utilize forklifts with engines powered by liquefied petroleum gas, which the EPA recognizes as a clean, alternative fuel, and we have invested in a small number of electric forklifts, electric yard tractors, and electric Class 6 straight trucks to replace diesel-burning equipment.
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.
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 whom ABF Freight never employed. ​ 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 the complex supply chain needs and unique shipping requirements that our customers encounter.
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.
As a non-vessel operating common carrier, we provide less-than-container load and full container load service, offering ocean transport to approximately 90% of the total ocean international market to and from the United States.
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.
This includes, but is not limited to: ● Providing a workplace free from serious recognized hazards and complying with standards, rules, and regulations issued under the OSH Act; ● Examining workplace conditions to make sure they conform to applicable Occupational Safety and Health Administration Standards; 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 devise 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.
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.
The various tracking methods automatically update our fully integrated internal software and provide customers real-time electronic 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.
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.
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.
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.
As of December 2024, we had 14,000 employees, of which approximately 57% were members of labor unions.
As of December 2025, we had 14,000 employees, of which approximately 58% were members of labor unions.
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; profit-sharing bonuses upon the Asset-Based segment’s achievement of certain annual operating ratios for any full calendar year under the contract; an additional paid holiday; two additional paid sick days; and a new non-CDL employee classification.
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.
We are unable to determine with any certainty the effects of any future climate change legislation beyond the currently enacted regulations, and there can be no assurance that more restrictive regulations than those previously described will not be enacted either federally or locally. ​ At certain facilities of our Asset-Based operations, we store fuel and oil in underground and aboveground tanks for use in tractors and trucks.
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.
ITEM 1. BUSINES S ​ 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 to meet our customers’ supply chain needs.
ITEM 1. BUSINES S ​ 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.
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 take place over several years.
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.
This value is produced by focusing on three key components — accelerate growth, increase efficiency, and drive innovation. ​ We work to build long-term value for our customers, employees and shareholders by: ● Expanding our revenue opportunities. We expand our revenue opportunities by deepening our existing customer and carrier relationships and securing new ones.
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.
We are experienced in handling complicated freight and offer logistics solutions that respond to the unique shipment characteristics of our customers’ various products and commodities. An increasing percentage of freight is taking up more space in trailers without a corresponding increase in weight.
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.
In contrast, the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies; available capacity in the market; the impact of yield initiatives, and external events or conditions may influence quarterly business 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.
Today, as a result of organic growth, strategic acquisitions, and visionary leadership, we are a logistics powerhouse with 14,000 employees across 250 campuses and service centers. Our customers are at the center of our strategy. We listen and thoughtfully analyze how our processes, services, and technologies impact their businesses.
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.
Our nonunion employees are required to participate in annual Code of Conduct training, which also covers our anti‑discrimination and anti-harassment policies to further educate our employees about prohibited behaviors that undermine diversity.
Our nonunion employees are required to participate in annual Code of Conduct training, which also covers our anti-discrimination and anti‑harassment policies.
In 2024, we announced the launch of ArcBest’s Employee Dependent Scholarship Program with initial scholarships awarded for the 2024-2025 school year. ​ We utilize a customized performance management system that incorporates goals and development planning to better position employees in their career paths.
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.
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 We are focused on understanding the potential impact and related risks of environmental factors on our business and the impact of our operations on the environment.
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.
Through meaningful investments in strategic initiatives and a strong emphasis on disruptive technology and advanced analytics, we deliver customized solutions that meet our customers’ needs and, aligned with our values-driven culture, create a safer, more sustainable, and inclusive company and world. ​ Business Description ​ United as ArcBest, we are a growth-oriented, digitally enabled integrated logistics company that delivers reliable, innovative solutions through a variety of ground, air, and ocean transportation solutions, including our less-than-truckload (“LTL”) carrier – ABF Freight ® , our truckload brokerage provider – MoLo ® , and our ground expedite fleet – Panther Premium Logistics ® (“Panther”).
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 partnerships with TAT ® (formerly known as Truckers Against Trafficking) and Polaris, 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 The value of our brands is critical to our success.
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.
For the year ended December 31, 2024, no single customer accounted for more than 3% of revenues in the Asset-Based segment, and the segment’s ten largest customers, on a combined basis, accounted for approximately 16% of its revenues.
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.
Federal Maritime Commission. Our operations are subject to cargo security and transportation regulations issued by the Transportation Security Administration and regulations issued by the U.S. Department of Homeland Security. ​ We operate under the Occupational Safety and Health Act of 1970 (the “OSH Act”). Under the OSH Act, ArcBest has a responsibility to provide employees a safe workplace.
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.
ABF Freight is the only ten-time winner of the Excellence in Security Award and a seven-time winner of the President’s Trophy for Safety from the American Trucking Associations.
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.
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 our insurance coverage will provide adequate protection under all circumstances or against all potential losses.
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 the Asset‑Light segment, the 10 Table of Contents information about each shipment is entered into an operating system that facilitates the selection of a contracted carrier or carriers based on the carrier’s service capability, equipment availability, freight rates, and other relevant factors.
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.
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, 2024, no single customer accounted for more than 3% of our consolidated revenues, and the ten largest customers, on a combined basis, accounted for approximately 13% of our consolidated revenues. ​ 4 Table of Contents Vision and Values ​ Our vision is to be the leading logistics partner and innovator, working with customers to build better supply chains across the globe.
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.
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. ​ For the year ended December 31, 2024, the revenues of our Asset-Light segment have decreased to approximately 36% of our total revenues before other revenues and intercompany eliminations, versus 37% for 2023, reflecting the continued softer market.
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.
This integrated approach, combined with our technology, expertise, scale, and resilient people who are driven to always find a way to get the job done, ensures our customers have the right solutions and capacity to meet their constantly evolving 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.
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.
The future of “cap and trade” programs or measures is unknown, and the potential costs of such programs or similar future legislative or regulatory measures are uncertain.
The future of “cap and trade” programs or measures and the related potential costs is unknown.
Our Asset-Light market share represents a small portion of the total market, which evidences the significant growth opportunity for us in this segment.
Although our Asset-Light market share currently represents a small portion of the total addressable market, it presents a significant growth opportunity for us.
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 such activities as operations of and authorization to engage in motor carrier freight transportation, operations of non-vessel-operating common carriers, operations of ocean freight forwarders and ocean transportation intermediaries, indirect air carriage, 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.
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.
In 2024, 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 2023-2024 campaign efforts.
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.
We provide career path visibility through our job architecture framework, and employees participate in annual career conversations with their direct supervisor. We also have a robust succession planning program to ensure continuity in critical roles. We regularly evaluate our compensation and benefits package to ensure it remains competitive, including insurance and retirement.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeNew or enhanced technology that we develop and implement may also be subject to cybersecurity attacks and may be more prone to related incidents. ​ 18 Table of Contents A portion of our employee population operates under remote and hybrid work arrangements, which has increased demand for IT resources and our exposure to cybersecurity risks, including an increased risk of unauthorized access to proprietary information or sensitive or confidential data and cybersecurity incidents, such as phishing.
Biggest changeAdditionally, 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. ​ 17 Table of Contents 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.
We continue to monitor the impact these legislative actions have 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.
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.
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 and 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.
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.
Furthermore, as these 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. ​ 26 Table of Contents 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.
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. ​ 25 Table of Contents 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.
If we were to lose all or a portion of the business of some of our large customers to our competitors 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.
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.
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 ​ We depend on our Information Technology (“IT”) systems as well as software programs and applications provided by third parties, and a systems failure, perceived or actual data privacy breach, or cybersecurity incident 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.
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.
If we are unable to successfully adapt and implement appropriate measures in response to these changes, our operating results could be adversely affected. ​ 23 Table of Contents 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.
If we are unable to successfully adapt and implement appropriate measures in response to these changes, our operating results could be adversely affected. ​ 22 Table of Contents 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.
International security concerns, geopolitical tensions, and potential actions or retaliatory measures taken in respect thereof, could continue to have a material adverse effect on global trade and economic activity. ​ Recessionary economic conditions may result in a general decline in demand for freight transportation and logistics services.
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.
Complying with existing or new data protection laws and regulations may increase our compliance costs or require us to modify our data handling practices. Non-compliance could result in governmental or consumer actions against us and even perceived non-compliance may otherwise adversely impact our reputation, operating results and financial condition.
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.
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. ​ Future impairment, if any, 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.
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.
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 efficiency improvements to existing and emerging technologies, adoption of alternative fuels, or through carbon offsetting mechanisms. ● Shippers may choose to build their own logistics capabilities reducing or eliminating need for these 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.
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.
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 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.
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.
If we are unable to generate sufficient cash over an extended period of time from operations to fund our capital requirements, we may have to limit our growth, including our ability to invest in technological initiatives that drive business efficiencies; utilize our existing liquidity or enter into additional financing arrangements, including leasing arrangements; or operate our revenue equipment for longer periods resulting in increased maintenance costs, any of which could negatively impact our financial condition and results of operations. ​ 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.
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. ​ 28 Table of Contents 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.
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. ​ 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.
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. ​ 20 Table of Contents 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.
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 demands on our management and operating personnel, and we may not be able to hire, train, upskill, and retain the appropriate personnel to manage and grow our services.
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.
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 J 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.
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.
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, 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 one or more 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.
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, 18 Table of Contents 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.
Further changes to U.S. or international trade policy or other global trade impacts could result in increased cost for goods transported globally, which may lead to reduced consumer demand, or trading partners could limit trades with countries that impose anti-trade measures, which may lead to a lower volume of global economic trading activity.
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.
Furthermore, we may invest significant resources 20 Table of Contents 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.
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.
For some marks, we also have registered or are pursuing registration in certain other countries. 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 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.
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, which could result in loss of business or customer loyalty.
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.
We have and may continue to face reduced supply levels and/or increased acquisition costs for new tractors or trailers, as well as related parts and services, for our Asset-Based operations. ​ 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.
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.
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 Fourth Amended and Restated Credit Agreement (the “Credit Agreement”).
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”).
Although third-party service providers 27 Table of Contents 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.
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.
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 29 Table of Contents damage to our customers’ goods or other damages for which we are alleged or may be determined to be responsible.
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.
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 or may not be successful. ​ Developing our service offerings requires ongoing investment in personnel and infrastructure, including operating and management information systems.
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.
Such proposals may disrupt our business by causing uncertainty among current and potential employees, customers, and other stakeholders, which could negatively impact our business, results of operations, and financial condition.
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.
In periods of declining fuel prices, fuel surcharge percentages also decrease, which negatively impacts the total billed revenue per hundredweight or revenue per shipment measure and, consequently, our revenues, and the revenue decline may be disproportionate to the corresponding decline in our fuel costs, as experienced in 2023. ​ 24 Table of Contents 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.
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. ​ 23 Table of Contents 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.
We may also encounter difficulties in collecting and managing data that impact timely compliance or incur significant costs to comply with increased regulation regarding environmental monitoring and financial reporting 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 may also encounter difficulties in collecting and managing data that impact timely compliance or incur significant costs to comply with increased regulation 27 Table of Contents 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.
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 J to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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 24 Table of Contents Annual Report on Form 10-K.
However, despite such legislative actions, we may still trigger withdrawal liability through, 25 Table of Contents among other things, mergers and other fundamental corporate transactions and as a result of operational changes, site closures and job losses.
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.
In the event that a third party makes an unsolicited takeover proposal or otherwise attempts to gain control of our Company, our review and consideration of such proposals may be a significant distraction for our management and may require us to expend significant time and resources away from our primary operations.
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.
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 there was during 2023 and 2024.
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.
A number of factors are involved in determining proof of concept, and there can be no assurance that our technology implementations will be successful. ​ 19 Table of Contents Our efforts and investments in technology innovation, including the development, adoption and use of 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 for 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.
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.
Because we self-insure for a significant portion of our claims exposure and related expenses, our insurance and claims expense may be volatile. If we lose our ability to self-insure for any significant period of time, insurance costs could materially increase, and we could experience difficulty in obtaining adequate levels of insurance coverage.
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.
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 acquisitions within the expected time period or at all.
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.
Future acquisitions, if any, may require substantial capital or the incurrence of substantial indebtedness or may involve the dilutive issuance of equity securities, which may negatively impact our capitalization and financial position.
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.
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.
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.
ITEM 1A. RISK FACTOR S ​ Our business is subject to a variety of material risks about which we are aware and could also be affected by additional risks and uncertainties not currently known to us or that we currently deem to be immaterial.
ITEM 1A. RISK FACTOR S ​ 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.
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 transportation services.
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 26 Table of Contents transportation services.
Emission-related regulatory actions have historically resulted in increased costs of revenue equipment, diesel fuel, and equipment maintenance, and future legislation, if enacted, could impose substantial costs on us that may adversely impact our results of operations. Such regulatory actions may require changes in our operating practices, impair equipment productivity, or require additional reporting disclosures.
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.
Severe weather events 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. ​ ​
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. ​ ​
Further, we may not be able to acquire businesses or assets in the future, or acquire them on terms favorable to us, even though we may have incurred expenses in evaluating and pursuing strategic transactions. ​ 21 Table of Contents 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.
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.
See Note H 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 that may limit our future operations.
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.
Significant increases in fuel prices or fuel taxes resulting from these or other economic or regulatory changes that are not offset by base freight rate increases or fuel surcharges or a disruption in our fuel supply 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 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.
In addition, if any damage or injury occurs as a result of these operations, we may be subject to claims from third parties and bear liability for such damage or injury. ​ 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, including the impact of global warming, has led to significant legislative and regulatory efforts to limit carbon and other GHG emissions, and some form of federal, state, and/or regional climate change legislation is possible in the future.
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.
As a provider of worldwide transportation and logistics services, we collect and process significant amounts of customer data on a daily basis. In recent years, there have been global efforts by governments and consumer groups for increased transparency in how customer data is utilized and how customers and employees can control the use and storage of their data.
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.
We are subject to increasing investor and customer sensitivity to sustainability issues, and we may be subject to additional requirements related to shareholder proposals, customer-led initiatives, or our customers’ efforts to comply with environmental programs.
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.
If we are unable to correspondingly increase the prices we charge to our customers, 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 and the ELD mandate; labor disputes; or a significant interruption in service or stoppage in third-party transportation services.
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.
Customers encountering adverse economic 31 Table of Contents conditions or facing credit issues could experience cash flow difficulties and, thus, represent a greater potential for payment delays or uncollectible accounts receivable, and, as a result, we may be required to increase our allowances for uncollectible accounts receivable.
Customers encountering adverse economic conditions or facing credit issues could experience cash flow difficulties, increasing the potential for payment delays or 30 Table of Contents uncollectible accounts receivable. As a result, we may be required to increase our allowances for uncollectible accounts receivable.
Service, performance, and safety issues, whether actual or perceived, and whether as a result of our actions or those of our third-party service providers, could adversely impact our customers’ image of our brands, including ArcBest, ABF Freight, Panther, MoLo, and U-Pack, and result in the loss of business or impede our growth initiatives.
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.
Compliance with laws and regulations related to climate risk may also increase our exposure to litigation or governmental investigations or proceedings.
Compliance with such laws and regulations may also increase our exposure to litigation or governmental investigations or proceedings.
See Note C and 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 lease-related impairment charges. ​ Our goodwill and intangible assets are primarily associated with acquisitions in the Asset-Light segment.
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.
The success of our approach to technology 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.
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.
To improve efficiencies and meet our customers’ needs, we have made, and continue to make, significant investments in the enhancement of existing technology and in the development of new and innovative solutions, such as software and physical assets that are in various stages of development and implementation.
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 annual impairment evaluations for goodwill and indefinite-lived intangible assets in 2024, 2023, and 2022 produced no indication of impairment of the recorded balances; however, there can be no assurance that an impairment 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.
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.
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, as experienced through the first half of 2023 due to significant shortages of semiconductor chips, which forced manufacturers to curtail or suspend their production, leading to lower supply of tractors and trailers, higher prices and lengthened trade cycles.
Component suppliers may either reduce production or be unable to increase production to meet OEM demand, creating periodic difficulty for OEMs to react in a timely manner to increased demand for new equipment and/or increased demand for replacement components as economic conditions change, leading to lower supply of tractors and trailers, higher prices and lengthened trade cycles.
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.
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.
GHG emissions regulations are likely to continue to impact the design and cost of equipment utilized in our operations as well as fuel costs. Additional state-mandated emission‑control requirements could increase equipment and fuel costs for entire fleets that operate in interstate commerce. If new equipment prices increase more than anticipated, we could incur higher depreciation and rental expenses than anticipated.
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.
New entrants to the market, including technology-centric or technology-enabled start-ups and emerging business models, have also expanded the field of competition and increased pressure for innovation in the industry. ​ Technology and new market entrants may also disrupt the way we, and our competitors, operate to provide freight logistics services.
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.
The terms of any future collective bargaining agreements or the inability to agree on acceptable terms for the next contract period may also result in higher labor costs, insufficient operational flexibility, a work stoppage, the loss of customers, or other events that could have a material adverse effect on our business.
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.
If we encounter difficulty in attracting, retaining, and upskilling 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. ​ 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 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 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; ● difficulties synchronizing operations of the companies, including the integration of workforces, while continuing to provide consistent, high-quality service to customers; ● unanticipated issues in the assimilation and consolidation of IT, communications, and other systems, including additional systems training and other labor inefficiencies; ● potentially unacceptable qualification requirements for contract carriers or other third-party vendors; ● potentially unfavorable, or adverse changes to, pre-existing contractual relationships; ● delays in consolidation of corporate and administrative infrastructures; ● difficulties and costs of synchronizing our policies, procedures, business culture, and benefits and compensation programs; ● inability to apply and maintain our internal controls and comply with regulatory requirements; ● difficulties related to additional or unanticipated regulatory and compliance issues; ● adverse tax consequences associated with the acquisition; 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. ​ We continue to evaluate acquisition candidates and may acquire assets and businesses that we believe complement our existing assets and business or enhance our service offerings.
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.
If we are unable to effectively manage our relationship with the IBT, we could be less effective in ongoing relations and future negotiations, which could lead to operational inefficiencies and increased operating costs. There can be no assurance that our future collective bargaining agreements will be renewed on terms favorable to us.
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.
Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy concerns, social and sustainability issues, and similar matters, whether or not justified, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships.
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.
Our performance is affected by recessionary economic cycles, inflation, labor and supply shortages, downturns in customers’ business cycles, and changes in their business practices, which may be impacted by factors such as higher inflation and interest rates.
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 IT systems and third-party applications that we utilize are vulnerable to interruption by adverse weather conditions or natural disasters; power loss; telecommunications failures; terrorist attacks; internet failures and other disruptions to technology, including computer viruses and cybersecurity incidents such as denial of service, intentional or inadvertent acts by employees or vendors with access to our systems or data, phishing, disruption by malware, attacks enabled by AI, or other security or data breach; and other events beyond our control.
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.
We expect our customers will continue to demand more sophisticated technology-driven solutions from their suppliers, including advancements in processes, equipment, and facilities to build automation and address concerns over business efficiency, supply chain effectiveness, and climate change.
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.
If the frequency and/or severity of claims increase, as experienced in recent years, our operating results could be adversely affected.
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.
Until the timing, scope, and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure, business, or results of operations. ​ 28 Table of Contents Risks Related to Financial Considerations ​ We are subject to interest rate risk and certain covenants under our financing arrangements.
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.
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.
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.
In connection with these operations, we are subject to federal, state and local environmental laws and regulations relating to, among other areas: underground and aboveground storage tanks, stormwater pollution prevention, contingency planning for spills of petroleum products, and disposal of waste oil.
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.
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.
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.
Further, because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Any material litigation or a catastrophic accident or series of accidents could have a material adverse effect on our business, results of operations, and financial condition.
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.
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. ​ 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.
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.
We may incur substantial expenses in 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. ​ 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 and imposition of trade tariffs.
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.
Any significant failure or other disruption in critical IT systems that impacts the availability, reliability, speed, accuracy, or other proper functioning of these systems or that results in proprietary information or sensitive or confidential data, including information of customers, employees and others, being compromised could interrupt or delay 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.
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.
If we are unable to establish adequate internal controls or if our 22 Table of Contents 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 obligations. ​ Risks Related to Our Industry ​ A nationwide or global disruption in the supply chain could increase volatility in freight volumes and materially impact our business. ​ Our business may be materially impacted by the cyclical nature of the supply chain industry and the related changes in consumer spending, which impacts our freight volumes.
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. ​ 21 Table of Contents 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.
Such claims against us and associated costs and legal expenses may not be covered by insurance policies or may exceed the amount of insurance coverage or our established reserves. Trends of higher third-party casualty claims exposure, in recent years, have increased and may continue to increase our claims costs.
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.
It is difficult to predict how our efforts with respect to sustainability matters will be evaluated by current and prospective investors or by our customers or business partners, and our industry may be generally disfavored by the investing community at large. ​ Our business is increasingly dependent on the internet for attracting and securing customers, and the possibility that fraudulent behavior may confuse or deceive customers, including through use of AI, heightens the risk of damage to our reputation and increases the time and expense required to protect and maintain the integrity of our brands.
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.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAsset-Based distribution centers are as follows: ​ ​ ​ ​ ​ ​ No. of Doors Owned: ​ ​ ​ Carlisle, Pennsylvania 333 ​ Dayton, Ohio 330 South Chicago, Illinois 274 ​ 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 Asset-Light segment owns a general office building and service bay in Medina, Ohio and leases five additional office and warehouse locations, including an office and warehouse location in Sparks, Nevada and an office location in Chicago, Illinois. ​ ​
Biggest changeThe 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.
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ITEM 2. PROPERTIES ​ The Company believes that its facilities, including owned and leased properties, are suitable and adequate and that the facilities have sufficient capacity to meet current business requirements. The Company owns two office facilities in Fort Smith, Arkansas, which provide space for corporate and certain subsidiary functions.
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ITEM 2. PROPERTIES ​ The Company owns its corporate headquarters campus and leases its innovation facility, both located in Fort Smith, Arkansas.
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The Company also leases an office building and an innovation lab in Fort Smith, Arkansas for certain subsidiary functions. ​ Asset-Based Segment ​ The Asset-Based segment operates out of its general office building located in Fort Smith, Arkansas and 241 revenue producing facilities, 10 of which also serve as distribution centers.
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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.
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The Company owns 119 of these Asset-Based segment facilities and leases the remainder from nonaffiliates.
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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.
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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

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDING S ​ Various legal actions, the majority of which arise in the normal course of business, are pending. The Company maintains liability insurance against certain risks arising out of the normal course of business, subject to certain self-insured retention limits. The Company has amounts accrued for certain legal, environmental, and self-insurance exposures.
Biggest changeITEM 3. LEGAL PROCEEDING S ​ 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.
For additional information related to our environmental and legal matters and other events, see Note O to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. ​ ​ ITEM 4. MINE SAFETY DISCLOSURE S ​ Not applicable. ​ ​ 34 Table of Contents PART I I ​
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 DISCLOSURE S ​ Not applicable. ​ ​ 33 Table of Contents PART I I ​
These exposures and legal actions which arise in the normal course of business are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition, results of operations, or cash flows.
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring the three months ended December 31, 2024, the Company purchased 176,392 shares, leaving $56.6 million remaining under the Company’s share repurchase program. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ 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) Program Under the Program ​ ​ ​ (in thousands, except share and per share data) ​ 10/1/2024-10/31/2024 ​ 62,544 $ 103.58 62,544 $ 68,413 ​ 11/1/2024-11/30/2024 ​ 38,620 ​ 107.44 38,620 $ 64,264 ​ 12/1/2024-12/31/2024 ​ 75,228 ​ 102.20 75,228 $ 56,575 ​ Total ​ 176,392 $ 103.84 176,392 ​ ​ ​ ​ (1) Represents the weighted average price paid per common share including commission. ​ ​ ITE M 6. [ RESERVED] ​ ​ 35 Table of Contents
Biggest changeDuring 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. ​ ​ ITE M 6. [ RESERVED] ​ ​ 34 Table of Contents
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 28, 2025, 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 11, 2025.
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.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIE S ​ 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 27, 2025, there were 23,150,276 shares of the Company’s common stock outstanding, which were held by 169 stockholders of record.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIE S ​ 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.
The Company expects to continue to pay quarterly dividends 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 will depend upon the Company’s future earnings, capital requirements, and financial condition, contractual restrictions applying to the payment of dividends under the Company’s Fourth Amended and Restated Credit Agreement, and other factors. ​ Issuer Purchases of Equity Securities ​ The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions.
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.
Most recently, in February 2024, 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 2024, the Company purchased 654,707 shares of its common stock for an aggregate cost of $74.4 million, including 331,887 shares for an aggregate cost of $37.7 million under Rule 10b5-1 plans, which allowed for stock repurchases during closed trading windows.
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.
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The Company expects to continue to pay quarterly dividends in the foreseeable future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of December 31, 2024, we have no derivative or hedging arrangements outstanding. ​ Balance Sheet Changes ​ Accounts Receivable Accounts receivable, less allowances, decreased $35.3 million from December 31, 2023 to December 31, 2024, reflecting improved collections and lower revenue levels. ​ Other Accounts Receivable Other accounts receivable decreased $16.1 million from December 31, 2023 to December 31, 2024, reflecting the first quarter 2024 settlement by the insurer of the receivable (and offsetting liability) for insured third-party casualty claims recorded at December 31, 2023, offset partially by insured third-party casualty claims recorded at December 31, 2024 which were settled in first quarter 2025 and the settlement of the previously disclosed auto accident legal expense involving a MoLo carrier, which is further discussed in Note O to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. ​ Property, Plant, and Equipment Net The increase in property, plant, and equipment, net of $151.2 million from December 31, 2023 to December 31, 2024, was primarily due to the purchase of three service center properties, planned service center remodels, construction of a new service center, and the purchase of revenue equipment used in our Asset-Based operations. ​ Prepaid Expenses Prepaid expenses increased $10.8 million from December 31, 2023 to December 31, 2024, as prepayments outpaced amortization, including for various licenses and insurance. ​ Intangible Property, Net Intangible property, net decreased $12.5 million from December 31, 2023 to December 31, 2024, as the Company continued to amortize amounts primarily related to the MoLo acquisition. 56 Table of Contents ​ Operating Right ‑ of ‑ Use Assets and Operating Lease Liabilities The increase in operating right-of-use assets of $22.8 million and in operating lease liabilities, including current portion, of $15.5 million from December 31, 2023 to December 31, 2024, was primarily due to new leases, a lease buy-out, and lease renewals during 2023. ​ Accounts Payable Accounts payable decreased $41.2 million from December 31, 2023 to December 31, 2024, primarily due to the decrease in business levels and timing of payables. ​ Accrued Expenses Accrued expenses increased $16.9 million from December 31, 2023 to December 31, 2024, primarily due to higher third-party casualty insurance and workers’ compensation reserves due to higher average claim costs and increased retention levels.
Biggest changeAs 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.
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 measure of performance and for business planning.
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 legal settlement expenses, which are significant expenses or gains resulting from strategic decisions or other factors rather than core daily operations.
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.
Other companies may calculate Adjusted EBITDA differently; therefore, our calculation of 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.
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.
MD&A is comprised of the following: ​ ● Results of Operations includes: ● an overview of consolidated results with 2024 compared to 2023, 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 2024 compared to 2023, including a discussion of key actions and events that impacted the results; ● a financial summary and analysis of our Asset-Light segment results for 2024 compared to 2023, 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 Table of Contents RESULTS OF OPERATIONS ​ This Results of Operations section of MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
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. ​ 35 Table of Contents 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.
(4) 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.
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.
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, which occurred prior to our acquisition of MoLo.
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.
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 ® , and certain other subsidiaries. ​ For more information, see additional segment descriptions in Part I, Item 1 (Business) and in Note N 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.
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.
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 connects these modes to build better supply chains.
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.
Adjusted EBITDA should not be construed as a better measurement than operating income, net income (loss), or earnings per share, as determined under GAAP.
Adjusted EBITDA should not be construed as a better measurement than operating income, net income, or earnings per share, as determined under GAAP.
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 be comparable to similarly titled measures of other companies.
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 be 39 Table of Contents comparable to similarly titled measures of other companies.
We believe that actual amounts will not vary significantly from estimates of variable consideration. ​ 58 Table of Contents 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.
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.
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. ​ 61 Table of Contents ​
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. ​ 59 Table of Contents
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 J 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 with the International Brotherhood of Teamsters 42 Table of Contents (“IBT”), which will remain in effect through June 30, 2028, and other related supplemental agreements.
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.
As of December 31, 2024, estimated projected payments, net of retiree premiums, related to postretirement health benefits total $0.8 million for the next year and $8.6 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.
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.
As the Canadian tax rate is higher than the U.S. tax rate, it is unlikely that foreign tax credit carryforwards will be useable, as U.S. taxes paid will be at a lower rate than the tax rates in Canada.
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.
The scheduled maturities of our operating lease liabilities as of December 31, 2024 are disclosed in Note G 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.
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.
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 align our pricing with 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.
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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION S ​ 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 to meet our customers’ supply chain needs.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION S ​ 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.
Throughout 2024, 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.
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.
Due to the impact of non-deductible expenses, lower levels of pre-tax income result in a higher tax rate on income and a lower benefit rate on losses.
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.
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. ​ ​ 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 Fourth 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 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
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. ​ ​ 51 Table of Contents 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.
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 in handling freight that is generally considered difficult to handle.
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 in 40 Table of Contents handling freight that is generally considered difficult to handle.
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 and $18.3 million for 2023, or an effective tax rate of 25.5% for both periods. ​ ​ 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.
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.
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, legal settlement expenses of the Asset-Light segment, and gain on sale of subsidiary, which are significant expenses or gains resulting from strategic decisions or other factors rather than core daily operations.
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.
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 and processes to mitigate these risks.
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.
The combined contractual wage and benefits top hourly rate is 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. ​ 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 may implement location-specific wage increases in areas where hiring has been challenging.
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.
The prices for these items have also increased. Partly as a result of inflationary pressures, our revenue equipment (tractors and trailers) has been 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.
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 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. ​ In February 2024, 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 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. ​ 54 Table of Contents 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.
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. The majority of the business that is subject to negotiated pricing arrangements is associated with larger customer accounts with annually negotiated pricing arrangements.
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.
Any significant 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 impact the availability, reliability, speed, accuracy, or other proper functioning of these systems or that result in proprietary information or sensitive or confidential data, including information of customers, employees and others, being compromised could have a significant impact on our 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 50 Table of Contents 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.
We have the flexibility to adjust certain planned 2025 capital expenditures as business levels dictate. Depreciation and amortization expense, excluding amortization of intangibles, is estimated to be approximately $164.0 million in 2025.
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 accumulated benefit obligation of the postretirement health benefit plan accrued in the consolidated balance sheet totaled $13.8 million as of December 31, 2024 (see Supplemental Benefit and Postretirement Health Benefit Plans within Note J 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 54 Table of Contents contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of December 31, 2024.
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.
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 $242.6 million in 2024, compared to $253.2 million in 2023, with an operating ratio of 91.2% in both periods.
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.
These charges were recognized in “Other, net” within “Other income (costs).” The 38 Table of Contents 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 benefits 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 F to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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.
As of December 31, 2024, standby letters of credit of $15.3 million have been issued under the A/R Securitization which reduced our available borrowing capacity to $34.7 million. ​ See Note H 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.
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.
(4) 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. The 2023 period represents noncash lease-related impairment charges for certain office spaces that were made available for sublease.
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.
Due to the uncertainty of these matters, we cannot estimate the impact of climate-related developments on our operations or financial condition at this time.
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.
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. ​ Our property and cyber insurance 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.
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.
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 $0.14 per diluted share in 2024, and $4.6 million and $0.19 per diluted share in 2023.
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 benefit of $11.3 million and $0.47 per diluted share for 2024, compared to a tax benefit of $5.3 million and $0.21 per diluted share in 2023. ​ 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”).
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. ​ 37 Table of Contents 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”).
Amortization of acquired intangibles totaled $12.8 million, $12.8 million, and $12.9 million for 2024, 2023, and 2022, respectively, and is expected to total approximately $13.0 million for 2025. (3) Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition.
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.
We continue our commitment to advance sustainability issues that are critical to our business and our customers’ businesses 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 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.
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. ​ Effects of Inflation ​ Inflation remains above the Federal Reserve’s long-term target inflation rate of 2%.
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.
Consolidated operating results increased by $90.3 million (pre-tax), or $67.9 million (after-tax) and $2.85 per diluted share, for 2024 and by $19.1 million (pre-tax), or $14.4 million (after-tax) and $0.58 per diluted share for 2023, in each case due to quarterly remeasurements which resulted in a lower liability of the contingent earnout consideration.
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.
We evaluated the need for a valuation allowance for deferred tax assets at December 31, 2024 by 57 Table of Contents considering the future reversal of existing taxable temporary differences, future taxable income, and available tax planning strategies. Valuation allowances for deferred tax assets totaled $1.7 million and $1.8 million at December 31, 2024 and 2023, respectively.
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.
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. ​ 43 Table of Contents 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 ​ ​ ​ 2024 2023 2022 ​ Asset-Based Operating Expenses (Operating Ratio) ​ ​ ​ ​ ​ ​ ​ Salaries, wages, and benefits ​ 50.5 % 48.1 % 43.0 % Fuel, supplies, and expenses ​ 11.5 ​ 12.6 ​ 12.6 ​ Operating taxes and licenses ​ 2.0 ​ 1.9 ​ 1.7 ​ Insurance ​ 2.6 ​ 1.8 ​ 1.6 ​ Communications and utilities ​ 0.7 ​ 0.7 ​ 0.6 ​ Depreciation and amortization ​ 4.0 ​ 3.6 ​ 3.2 ​ Rents and purchased transportation ​ 10.0 ​ 11.8 ​ 14.6 ​ Shared services ​ 9.8 ​ 9.7 ​ 9.4 ​ (Gain) loss on sale of property and equipment and asset impairment charges ​ — ​ — ​ (0.4) ​ Innovative technology costs (1) ​ — ​ 0.8 ​ 0.9 ​ Other ​ 0.1 ​ 0.2 ​ 0.1 ​ ​ ​ 91.2 % 91.2 % 87.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Based Operating Income ​ 8.8 % 8.8 % 12.7 % (1) Represents costs associated with the freight handling pilot test program at ABF Freight, as further discussed in the Asset-Based Operating Income section. ​ 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 ​ ​ ​ 2024 2023 % Change Workdays (1) ​ ​ 252.5 ​ 251.5 ​ ​ ​ Billed revenue per hundredweight, including fuel surcharges ​ $ 49.68 ​ $ 44.46 11.7 % Billed revenue per shipment, including fuel surcharges ​ $ 548.81 ​ $ 554.53 (1.0) % Tonnage per day ​ 10,968 ​ 12,803 (14.3) % Shipments per day ​ 19,856 ​ 20,529 (3.3) % Shipments per DSY hour ​ 0.444 ​ 0.425 4.5 % Weight per shipment ​ 1,105 ​ 1,247 (11.4) % Pounds per mile ​ 18.11 ​ 18.87 (4.0) % Average length of haul (miles) ​ ​ 1,126 ​ ​ 1,092 ​ 3.1 % (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 $2.8 billion and $2.9 billion for the years ended December 31, 2024 and 2023, respectively.
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. ​ 42 Table of Contents 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 $2.8 billion for the prior‑year period.
Asset-Light Adjusted EBITDA should not be construed as a better measurement than operating income (loss), net income, or earnings per share, as determined under GAAP. ​ Asset-Light Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ ​ 2024 2023 2022 ​ ​ ​ ($ thousands) ​ Operating Income (Loss) (1) ​ $ 58,444 ​ $ (12,271) ​ $ 52,725 ​ Depreciation and amortization (2) ​ ​ 20,062 ​ ​ 20,370 ​ ​ 20,730 ​ Change in fair value of contingent consideration (3) ​ ​ (90,250) ​ ​ (19,100) ​ ​ 18,300 ​ Asset impairment charges (4) ​ ​ 1,700 ​ ​ 14,407 ​ ​ — ​ Legal settlement (5) ​ ​ 274 ​ ​ 9,500 ​ ​ — ​ Gain on sale of subsidiary (6) ​ ​ — ​ ​ — ​ ​ (402) ​ Asset-Light Adjusted EBITDA ​ $ (9,770) ​ $ 12,906 ​ $ 91,353 ​ (1) The calculation of Asset-Light Adjusted EBITDA as presented in this table begins with operating income as the most directly comparable GAAP measure.
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.
ABF Freight’s latest labor agreement with 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.
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.
Workers’ compensation and third-party casualty claims liabilities, which are reported in accrued expenses, totaled $211.2 million and $181.8 million at December 31, 2024 and 2023, respectively. The reserve at December 31, 2024 includes an insured liability settlement for third-party casualty claims, for which the related receivable is recognized in other accounts receivable as of December 31, 2024.
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.
As of December 31, 2024, payments due within one year under the withdrawal liability settlement total $1.6 million and total payments, which are due over the next 17 years, total $26.6 million. As of December 31, 2024, the outstanding withdrawal liability recognized in the consolidated balance sheet for this obligation totaled $18.7 million.
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.
Accordingly, using these 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 Adjusted EBITDA as a key measure of performance and for business planning.
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.
Remeasurement of the contingent earnout consideration is 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 asset impairment charges for certain revenue equipment and software during the fourth quarter of 2024 as part of a strategic decision to adjust capacity within Asset-Light’s operations.
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.
These combined costs decreased consolidated results by $34.1 million (pre-tax), or $26.1 million (after-tax) and $1.10 per diluted share, for 2024, compared to $52.4 million (pre-tax), or $39.7 million (after-tax) and $1.61 per diluted share, for 2023. ​ The liability for contingent earnout consideration recorded for the MoLo ® acquisition is remeasured at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in 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.
A 10% increase in the estimate of IBNR would increase the total 2024 expense for workers’ compensation and third-party casualty claims by approximately $9.7 million.
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.
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. ​ A portion of our office personnel work remotely through hybrid and remote work arrangements, which may increase the demand for IT resources and our exposure to cybersecurity risks, including increased risks of unauthorized access to proprietary information or sensitive or confidential data and other cybersecurity incidents, such as phishing.
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.
These settlement expenses are discussed further in Note O to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. ​ Asset-Light Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Asset-Light Adjusted EBITDA”) We report our financial results in accordance with GAAP.
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. ​ 47 Table of Contents Asset-Light Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Asset-Light Adjusted EBITDA”) We report our financial results in accordance with GAAP.
Shipments per employee per day improved 24.2% for 2024, compared to 2023, as a result of these efforts, combined with technology advancements from the digital roadmap initiatives. ​ Shared service costs as a percentage of revenue increased 0.5 percentage point for 2024, compared to 2023, primarily reflecting the impact of lower revenues during 2024. ​ Asset impairment charges, as previously described, of $1.7 million recorded in the fourth quarter of 2024 and $14.4 million recorded in the third quarter of 2023 were 0.1 percentage point for 2024 and 0.9 percentage point of revenue for 2023.
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.
On January 28, 2025, we announced our Board of Directors declared a dividend of $0.12 per share payable to stockholders of record as of February 11, 2025.
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.
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, decreased as a percentage of revenue by 4.7 percentage points for 2024, compared to 2023.
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.
A significant disruption in our IT systems or a significant cybersecurity incident, including denial of service, system failure, security breach, intentional or inadvertent acts by employees or vendors with access to our systems or data, disruption by malware, or other damage, 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 information systems, wrongfully obtain valuable information, or cause other types of malicious events that could have resulted in harm to our business.
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.
We are still in the early stages of utilizing generative AI, a process that is particularly complex as it uses sensitive, proprietary, and confidential data that could be leaked, as well as having potential flaws in algorithms and models that could ultimately affect outputs. We provide employee awareness training around cybersecurity 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.
Global supply chain volatility and labor and energy shortages, in addition to the impact of federal monetary policy, have elevated costs higher across a broad array of consumer goods. The consumer price index (CPI) increased 3.0%, before seasonal adjustment, year-over-year in January 2025 and 0.7% from December 2024.
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.
The amortization of intangible assets is estimated to be approximately $13.0 million in 2025, primarily related to purchase accounting amortization associated with the MoLo acquisition. ​ Other Liquidity Information ​ General economic conditions are currently being impacted by geopolitical conflicts, competitive market factors, higher interest rates as a result of monetary policy, and volatile energy prices, among other factors.
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.
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 impacts approximately one-third of Asset-Based shipments and primarily affects noncontractual customers.
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.
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 were consistent as a percentage of revenue in 2024, compared to 2023, but decreased $10.1 million year-over-year as the segment continued efforts to align resources with business levels.
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 $19.9 million year-over-year as the segment continued efforts to align resources with business levels and advance employee productivity.
The following table presents a reconciliation of Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2024 2023 2022 ​ ($ thousands) Net Income from Continuing Operations ​ $ 173,361 ​ $ 142,164 ​ $ 294,648 ​ Interest and other related financing costs ​ 8,980 ​ 9,094 ​ 7,726 ​ Income tax provision ​ 45,353 ​ 44,751 ​ 93,655 ​ Depreciation and amortization (1) ​ 149,087 ​ 145,349 ​ 138,159 ​ Amortization of share-based compensation ​ 11,355 ​ 11,385 ​ 12,470 ​ Change in fair value of contingent consideration (2) ​ ​ (90,250) ​ ​ (19,100) ​ ​ 18,300 ​ Asset impairment charges (3) ​ ​ 1,700 ​ ​ 30,162 ​ ​ — ​ Legal settlement (4) ​ 274 ​ ​ 9,500 ​ ​ — ​ Change in fair value of equity investment (5) ​ 28,739 ​ ​ (3,739) ​ ​ — ​ Gain on sale of subsidiary (6) ​ — ​ ​ — ​ ​ (402) ​ Consolidated Adjusted EBITDA from Continuing Operations ​ $ 328,599 ​ $ 369,566 ​ $ 564,556 ​ ​ (1) Includes amortization of intangibles associated with acquired businesses.
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.
Certain costs related to our growing number of Vaux pilot programs in customer test locations and other initiatives to optimize performance through technological innovation are reported in the “Other and eliminations” line of consolidated operating income.
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.
(2) Includes amortization of intangibles associated with acquired businesses. (3) 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.
(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.
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. 50 Table of Contents ​ Generally, inflationary increases in labor and operating costs related to our Asset-Light operations have historically been offset through price increases.
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.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this 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, 2023. ​ Consolidated Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ 2024 2023 2022 ​ (in thousands, except per share data) REVENUES ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Based ​ $ 2,750,134 ​ $ 2,871,004 ​ $ 3,010,900 Asset-Light ​ 1,552,936 ​ 1,680,645 ​ 2,139,272 Other and eliminations ​ (124,051) ​ (124,206) ​ (121,164) Total consolidated revenues ​ $ 4,179,019 ​ $ 4,427,443 ​ $ 5,029,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Based ​ $ 242,603 ​ $ 253,152 ​ $ 381,133 Asset-Light ​ 58,444 ​ (12,271) ​ 52,725 Other and eliminations ​ (56,613) ​ (68,262) ​ (39,332) Total consolidated operating income ​ $ 244,434 ​ $ 172,619 ​ $ 394,526 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME FROM CONTINUING OPERATIONS ​ $ 173,361 ​ $ 142,164 ​ $ 294,648 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME FROM DISCONTINUED OPERATIONS, net of tax (1) ​ ​ 600 ​ ​ 53,269 ​ ​ 3,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 173,961 ​ $ 195,433 ​ $ 298,209 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DILUTED EARNINGS PER COMMON SHARE ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 7.28 ​ $ 5.77 ​ $ 11.55 Discontinued operations (1) ​ ​ 0.03 ​ ​ 2.16 ​ ​ 0.14 Total diluted earnings per common share ​ $ 7.30 ​ $ 7.93 ​ $ 11.69 (1) Discontinued operations represents the FleetNet segment, which sold on February 28, 2023, as previously discussed.
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.
In the current soft market environment, our dynamic pricing option has allowed us to strategically fill empty capacity, enabling us to reduce the need for employee furloughs or layoffs 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).
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).
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. These measures provide meaningful comparisons between current and prior period results, as well as important information regarding performance trends.
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.
The increases in salaries, wages and benefits from the union contract rates were offset in part, by improved productivity, as measured by shipments per DSY hour, a decrease in headcount to align with lower shipment levels, and by lower utilization of purchased transportation as discussed later in this section. ​ 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.
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.
As of December 31, 2024, the fair value of contingent earnout consideration is estimated to be $2.7 million (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.
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.
ABF Freight’s benefit contributions for its contractual employees include contributions to multiemployer plans. These contributions to multiemployer pension plans and health and welfare plans totaled $157.9 million and $218.5 million, respectively, in 2024, and $162.5 million and $215.6 million, respectively, in 2023.
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.
(5) 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.
(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.
The EBITDA and revenues multiples (market approach) valuation method was also considered to support the reasonableness of conclusions reached. 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.
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.
The elimination of revenues reported within the “Other and eliminations” line of consolidated revenues increased 1.6% for 2024, compared to 2023, reflecting year-over-year changes in intersegment business levels among our operating segments. ​ Our Asset-Based revenue decline reflects a 14.3% decrease in tonnage per day, partially offset by a 11.7% increase in billed revenue per hundredweight, including fuel surcharges, in 2024, compared to 2023.
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.
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 J to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K). ​ Capital Expenditures ​ The following table sets forth our capital expenditures for the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ 2024 2023 2022 ​ ​ (in thousands) Capital expenditures, gross including notes payable (1) ​ $ 303,817 ​ $ 252,516 ​ $ 230,648 ​ Less financing from notes payable ​ 80,714 ​ 33,495 ​ 82,425 ​ Capital expenditures, net of notes payable ​ 223,103 ​ 219,021 ​ 148,223 ​ Less proceeds from asset sales ​ 15,373 ​ 7,763 ​ 19,691 ​ Total capital expenditures, net ​ $ 207,730 ​ $ 211,258 ​ $ 128,532 ​ (1) Actual capital expenditures in 2024, 2023 and 2022 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, for 2023 and 2024, delays in some real estate facility projects. ​ For 2025, our total capital expenditures, including amounts financed, are estimated to range from $225.0 million to $275.0 million, net of asset sales.
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). ​ 53 Table of Contents 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeChanges 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 of variable life insurance policies, which are intended to provide funding for long-term nonunion benefit arrangements such as the supplemental benefit plan and certain deferred compensation plans, have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility.
Biggest changeChanges 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.
Our Credit Facility, A/R Securitization and notes payable are further described in Note H 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.
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.
We have not historically engaged in a program for fuel price hedging and did not have any fuel hedging agreements outstanding at December 31, 2024 and 2023. ​ 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.
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.
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. 62 Table of Contents
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. ​ ​ 60 Table of Contents
Revenues from non-U.S. operations amounted to less than 2% of total consolidated revenues for both 2024 and 2023. 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.
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.
At December 31, 2024 and 2023, cash, cash equivalents, and short-term investments totaled $157.2 million and $330.1 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, 2024 and 2023.
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.
The portion of cash surrender value of life insurance policies subject to market volatility was $28.1 million and $25.7 million at December 31, 2024 and 2023, respectively.
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.

Other ARCB 10-K year-over-year comparisons