ArcBest Corporation Provides First Quarter 2025 Business Update
Fort Smith, AR – March 2025 – ArcBest Corporation (Nasdaq: ARCB) has provided an update on its first-quarter 2025 financial results, highlighting business trends and operating performance across its asset-based and asset-light segments.

Key Financial and Operating Highlights
Asset-Based Segment
Revenue per day: Decreased 2% year-over-year in February 2025.
Total tons per day: Declined 6% year-to-date compared to 2024 due to soft demand in the manufacturing sector and lower truckload prices.
Total shipments per day: Remained flat in February 2025 compared to the previous year.
Revenue per hundredweight (CWT): Increased 4% year-to-date, though gains were offset by lower fuel prices.
Sequential Improvement: From January to February 2025, revenue per day increased 5%, tonnage per day rose 8%, and shipments per day grew 5%.
Despite winter weather challenges, the first-quarter operating ratio increase is expected to remain within historical trends of 350 to 400 basis points compared to the fourth quarter.

Asset-Light Segment
Revenue per day: Declined 7% year-over-year in February 2025 due to softer demand in the truckload brokerage market.
Shipments per day: Decreased 3% year-to-date due to adverse weather conditions and strategic reductions in less profitable truckload volumes.
Revenue per shipment: Declined 5% year-to-date, reflecting a higher proportion of Managed business, which typically involves smaller shipment sizes.
Projected Operating Loss: The segment is expected to post a non-GAAP operating loss of $3 million to $5 million for the first quarter due to continued softness in the freight market.
MoLo Acquisition & Financial Outlook
Additional cash consideration under the MoLo acquisition is contingent on specific EBITDA targets for 2023-2025.
The fair value of contingent consideration is assessed using a Monte Carlo simulation, with adjustments expected in future reporting periods.
Forward-Looking Considerations
ArcBest remains focused on operational efficiencies and cost controls amid a challenging freight market. While seasonal and economic headwinds persist, the company continues to optimize its asset-based operations and leverage growth opportunities within its Managed business.

For more details, refer to ArcBest's filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

ArcBest Corporation Announces Change in Independent Registered Public Accounting Firm
Fort Smith, AR – March 7, 2025 – ArcBest Corporation (Nasdaq: ARCB) announced today that its Audit Committee has completed a competitive selection process for the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Following the review process, the Audit Committee approved the appointment of Grant Thornton LLP as the Company’s new independent auditor, effective for the fiscal year 2025. As a result, Ernst & Young LLP ("EY") will be dismissed as the Company’s independent registered public accounting firm following the completion of the 2024 audit.

Ernst & Young LLP's Tenure
EY’s audit reports for the years ended December 31, 2024, and 2023, did not contain an adverse opinion, disclaimer of opinion, or modifications related to uncertainty, audit scope, or accounting principles. Additionally, there were:

No disagreements between the Company and EY on any accounting principles, financial statement disclosure, or auditing procedures.
No reportable events that would have led EY to modify their opinion.
ArcBest has requested that EY provide a letter to the U.S. Securities and Exchange Commission (SEC) stating whether it agrees with the disclosures in the Company’s Form 8-K filing. A copy of EY’s letter, dated March 7, 2025, is filed as Exhibit 16.1 to the Form 8-K.

Engagement of Grant Thornton LLP
Effective March 4, 2025, the Audit Committee appointed Grant Thornton LLP as ArcBest’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Prior to this engagement:

Neither ArcBest nor anyone acting on its behalf had consulted Grant Thornton LLP regarding accounting principles, audit opinions, or reportable events related to the Company’s financial statements.

Key Details of the Auditor Transition
✅ Dismissal of Ernst & Young LLP:

Reason: Part of a competitive selection process conducted by the Audit Committee of the Board of Directors.
Effective Date: March 4, 2025.
Prior Audit Reports: EY’s reports for 2023 and 2024 contained no adverse opinion, disclaimer, or qualification on accounting principles, financial statement disclosure, or audit scope.
No Disagreements: There were no disagreements between ArcBest and EY regarding accounting principles, disclosures, or audit procedures.
✅ Appointment of Grant Thornton LLP:

Effective Date: March 4, 2025.
No Prior Consultations: ArcBest did not consult Grant Thornton LLP regarding accounting treatments or audit opinions prior to this engagement.
✅ SEC Filing & Compliance:

ArcBest has filed Form 8-K with the U.S. Securities and Exchange Commission (SEC) regarding this change.
EY has provided a confirmation letter (Exhibit 16.1), acknowledging their agreement with the disclosures in ArcBest’s SEC filing.
Impact on ArcBest Corporation
???? Enhanced Financial Oversight: The change is part of continuous improvements in financial reporting and governance.
???? Seamless Transition: ArcBest has ensured a smooth transition with no expected disruptions to financial reporting.
???? Commitment to Transparency: The company remains dedicated to high standards of financial integrity and regulatory compliance.

ArcBest Corporation announced that its Audit Committee has dismissed Ernst & Young LLP as its independent registered public accounting firm following a competitive selection process. EY’s audit reports for the years ending December 31, 2024, and 2023 contained no adverse opinions or modifications. The company has engaged Grant Thornton LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. ArcBest has provided EY with a copy of the disclosure and requested a response letter to the SEC, which is included as an exhibit in the filing.

ArcBest Corporation received a notice from Nasdaq on March 3, 2025, regarding non-compliance with the audit committee composition requirements under Nasdaq Listing Rule 5605(c)(2)(A). The issue arose because audit committee member Fredrik J. Eliasson was found not to be independent under Nasdaq rules due to his brother-in-law's partnership at the company’s outside auditor. However, his brother-in-law had never worked on ArcBest’s audit or provided services to the company. Upon discovering this, Eliasson promptly resigned from the audit committee. Following these corrective actions and ArcBest’s self-reporting of the issue, Nasdaq determined that the company has regained compliance with its listing requirements.

ArcBest Corporation announced amendments to its bylaws, introducing a "proxy access" provision that allows stockholders to nominate director candidates for inclusion in the company's proxy materials. Under the new rules, a stockholder or a group of up to 20 stockholders who collectively own at least 3% of ArcBest’s outstanding common stock for three consecutive years may nominate board candidates. The maximum number of nominees allowed is the greater of two or 25% of the board.

These amendments, approved by the Board of Directors on February 20, 2025, and effective immediately, are part of ArcBest’s Ninth Amended and Restated Bylaws. The full text of the revised bylaws is included as Exhibit 3.1 in the company's Form 8-K filing.

This move aligns ArcBest with evolving corporate governance trends, enhancing shareholder rights and engagement in board nominations.

ArcBest Corporation reported its fourth quarter and full-year 2024 financial results, highlighting productivity improvements, cost control measures, and significant investments in network growth and efficiency. Despite these efforts, the company faced challenges due to a soft freight market and declining revenues.

For the fourth quarter of 2024, ArcBest reported revenue of $1.0 billion, a decline from $1.1 billion in the same quarter of 2023. Net income decreased to $29.0 million, or $1.24 per diluted share, from $48.8 million, or $2.01 per diluted share, in the prior year. On a non-GAAP basis, net income stood at $31.2 million, or $1.33 per diluted share, down from $60.0 million, or $2.47 per diluted share.

Full-year revenue for 2024 was $4.2 billion, compared to $4.4 billion in 2023. Net income from continuing operations was $173.4 million, or $7.28 per diluted share, including a $67.9 million after-tax benefit from a 2021 acquisition-related fair value reduction, compared to $142.2 million, or $5.77 per diluted share, in 2023. Non-GAAP net income was $149.7 million, or $6.28 per diluted share, down from $194.1 million, or $7.88 per diluted share, in 2023.

In the Asset-Based segment, fourth-quarter revenue declined 7.6% year-over-year to $656.2 million, with a 7.3% drop in daily tonnage and a 1.1% decline in daily shipments. Despite a 4.5% increase in contract renewals and deferred pricing agreements, revenue was negatively impacted by lower fuel surcharges. Operating income fell to $52.3 million, down from $87.5 million in the prior year, with the operating ratio increasing from 87.7% to 92.0%.

The Asset-Light segment reported fourth-quarter revenue of $375.4 million, a 9.2% decline from $413.4 million in Q4 2023. The segment posted an operating loss of $1.6 million, compared to a $7.7 million loss in the prior year. On a non-GAAP basis, the operating loss was $5.9 million, down from $1.3 million. Lower revenue per shipment due to soft rates and a higher mix of managed transportation business contributed to the decline.

For the full year, the Asset-Based segment reported revenue of $2.8 billion, down from $2.9 billion, with a 14.3% decline in daily tonnage. Operating income stood at $242.6 million, with an operating ratio of 91.2%. The Asset-Light segment posted revenue of $1.6 billion, compared to $1.7 billion in 2023, with an operating income of $58.4 million, including a $90.3 million pre-tax benefit from a fair value adjustment related to an acquisition. On a non-GAAP basis, the segment posted a $17.1 million operating loss.

ArcBest continued to invest heavily in its business, with net capital expenditures totaling $288 million in 2024, including $160 million for revenue equipment and $85 million for real estate. The company also returned over $85 million to shareholders through share repurchases and dividends.

ArcBest Corporation (Nasdaq: ARCB) announced on January 28, 2025, that its Board of Directors has approved a quarterly cash dividend of $0.12 per share. The dividend will be paid on February 25, 2025, to shareholders of record as of February 11, 2025. This reflects ArcBest's continued commitment to returning value to its shareholders.