DEF 14A of Arcbest Corp /TX/, Mar 13, 2026

DEF 14A of Arcbest Corp /TX/

Filed Mar 13, 2026 · FY20250001104659-26-027357

Open on EDGAR

  1. ArcBest Corporation

    | Summary Compensation Table | 59 | | 2025 Grants of Plan-Based Awards | 61 | | Outstanding Equity Awards at 2025 Year-End | 62 | | 2025 Option Exercises and Stock Vested | 63 | | 2025 Equity Compensation Plan Information | 63 | | 2025 Pension Benefits | 64 |

  2. ArcBest Corporation

    | 2025 Non-Qualified Deferred Compensation | 65 | | Potential Payments Upon Termination or Change in Control | 65 | | CEO Pay Ratio | 70 | | PAY VERSUS PERFORMANCE | 71 | | PROPOSAL II. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 76 | | REPORT OF THE AUDIT COMMITTEE | 77 | | PROPOSAL III. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 79 | | Change in Independent Registered Public Accounting Firm | 80 | | Independent Auditor’s Fees and Services | 80 | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 81 | | PROPOSAL IV. APPROVAL OF THE REINCORPORATION OF THE COMPANY TO THE STATE OF TEXAS BY CONVERSION | 82 | | PROPOSAL V. STOCKHOLDER PROPOSAL FOR GHG EMISSIONS REDUCTION TARGETS | 116 | | PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP | 119 | | Delinquent Section 16(a) Reports | 120 | | INFORMATION ABOUT THE MEETING | 121 | | Internet Availability of Proxy Materials | 121 | | Record Date | 121 | | Voting | 121 | | OTHER MATTERS | 123 | | Cost of Solicitation | 123 | | Stockholder Communication with the Board | 123 | | Electronic Delivery of Stockholder Communications | 123 | | Procedure for Submitting Stockholder Proposals and Nominations for 2027 Annual Meeting | 123 | | Householding of Proxy Materials | 124 | | APPENDICES | 126 | | Appendix A: Proposed Plan of Conversion | 126 | | Appendix B: Texas Reincorporation Resolutions | 131 | | Appendix C: Proposed Texas Certificate of Formation | 132 | | Appendix D: Proposed Texas Bylaws | 138 |

  3. ArcBest Corporation

    ARCBEST CORPORATE CITIZENSHIP 2025 HIGHLIGHTS

  4. ArcBest Corporation

    | Environmental Sustainability | | ArcBest’s progress toward sustainable excellence carried forward in 2025, with efforts focused on innovation, transparency and accountability. Equipment We maintained a young, efficient and safe fleet by adding 618 new Class 8 tractors and 15 new Class 6 straight trucks to our ABF Freight equipment pool. To further reduce emissions, we purchased 5 more battery-electric yard tractors, bringing our total to 14. We also completed a three-week Tesla Semi pilot, demonstrating performance comparable to diesel equipment in similar lanes. Facilities We advanced our multi-year Facility Enhancement and Growth Roadmap, completing 25 additional projects across ABF Freight’s network. Upgrades included energy-efficient lighting and water-saving fixtures to reduce resource consumption while improving safety and comfort for employees. We also renewed our LEED certification for our corporate headquarters, demonstrating our commitment to healthy, efficient and cost-effective green buildings. Reporting and Disclosures In 2025, we further advanced greenhouse gas (“GHG”) emissions management by developing internal processes for GHG emissions calculations, sharing our Scope 1 and Scope 2 emissions for the third consecutive year and progressing toward Scope 3 disclosures for our top material categories and sources. Additionally, our Manager of Sustainability completed training through the Supplier Leadership on Climate Transition (SLoCT) program. Events and Initiatives 2025 was our third year to partner with Food Loops and provide environmentally friendly waste options at company events. We diverted 588 pounds of waste across three events. Since beginning this partnership, we have diverted 3,287 pounds of waste. We also hosted our third annual Earth Day clean-up at our two main campuses in Fort Smith, Arkansas. | | | IMPROVED TRUCK FLEET WITH OVER 600 NEW CLASS 8 TRUCKS | | | | EXPANDED ELECTRIC VEHICLE USE, ADDING 5 ELECTRIC YARD TRACTORS | | | | COMPLETED 20+ REMODELS AND RENOVATIONS AT ABF SERVICE CENTERS | |

  5. ArcBest Corporation

    | Training and Employee Development | | In 2025, we strengthened our commitment to continuous learning and growth, recognizing that adaptability and knowledge are key drivers of success in times of change. Through a dynamic mix of online courses, live webinars, and in-person sessions, we recorded more than 127,000 enrollments across topics designed to enhance both technical expertise and essential soft skills. We also delivered more than 100,000 hours of targeted learning, giving employees the tools to overcome obstacles and drive operational excellence. Through various leadership programs, including ArcBest’s Leadership Academy, we engaged more than 400 employees, helping them build strong management capabilities and preparing them for future leadership roles. These programs align with our performance and succession planning strategies, reinforcing our commitment to leadership development at every level. We also launched a new internal job shadowing program to foster collaboration and knowledge sharing across the organization. Our dedication to professional development and equipping our workforce for success earned recognition for the 16th consecutive year on Training Magazine’s Training MVP (formerly APEX) Awards list. ArcBest ranked No. 12 among 95 companies, and 2025 also marked our 11th time in the top 20. The ArcBest Educational Assistance Program continued to empower full-time employees in achieving personal and professional growth by reimbursing a portion of costs for eligible educational courses. In 2025, we reimbursed more than $350,000 to employees pursuing degrees and certifications, including bachelor’s, master’s and graduate-level programs. | | | 100,000+ COURSE ENROLLMENTS ACROSS THE ORGANIZATION | | | | OVER $350,000 IN EDUCATIONAL ASSISTANCE FOR EMPLOYEES | |

  6. ArcBest Corporation

    | Belonging | | Fostering belonging and well-being remains central to our culture, creating an environment where employees thrive and deliver innovative solutions to our customers. In 2025, we attended 36 recruiting and career events at universities across our markets, as well as programs supporting military veterans and those re-entering the civilian workforce. These initiatives are a result of our commitment to collaboration and building a workforce that represents a wide range of perspectives and experiences. | | | | | | | 30+ RECRUITING AND CAREER EVENTS ATTENDED | |

  7. ArcBest Corporation

    | Philanthropy | | Our efforts to make a positive impact continued to reach more communities and create change across the country. Through our three philanthropy pillars — Community, Education and People — we partnered with organizations and supported initiatives that help improve lives and shape a brighter future. In 2025, we raised $1.9 million for over 170 charities and educational institutions. ■ Community — Partnered with organizations focused on food insecurity and community wellness, including Peacemaker Fest, United Way, and Levitt AMP. ■ Education — Expanded participation in mentorship programs and hosted events promoting economics and STEM awareness, including Economics Arkansas and Camp Invention. ■ People — Supported health, safety and wellness initiatives, including Women’s Foundation of Arkansas and annual veteran fundraisers at our Dayton, Ohio, and South Chicago, Illinois, service centers. The Leadership Academy Class of 2024 also raised over $45,000 for Breakthrough T1D, supporting research and awareness for type 1 diabetes. | | | OVER 170 ORGANIZATIONS IMPACTED BY TOTAL PHILANTHROPIC GIVING | | | | AWARDED SCHOLARSHIPS TO STUDENTS THROUGH EMPLOYEE DEPENDENT SCHOLARSHIP PROGRAM | |

  8. ArcBest Corporation

    NOTICE of Annual Meeting of Stockholders

  9. ArcBest Corporation

    | DATE & TIME April 24, 2026 at 7:30 a.m. Central Daylight Time LOCATION ArcBest Headquarters 8401 McClure Drive Fort Smith, Arkansas 72916 RECORD DATE Stockholders of record at the close of business February 23, 2026 HOW TO VOTE: Please refer to the following proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. BY INTERNET www.proxyvote.com BY PHONE 1-800-690-6903 (automated line) BY MAIL If you received paper copies of your proxy materials, sign, date and return the proxy card in the postage-paid envelope provided. IN PERSON You can attend the Annual Meeting in person and vote, even if you gave a proxy in advance. | TO THE STOCKHOLDERS OF ARCBEST CORPORATION: You are cordially invited to attend the Annual Meeting of Stockholders of ArcBest Corporation (the “Company”) on April 24, 2026, at 7:30 a.m. (CDT). You may attend in person at the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916. To obtain directions to attend the Annual Meeting and vote in person, contact the Company’s Investor Relations Department at toll-free telephone number 800-961-9744, email address invrel@arcb.com or through the Company’s website www.arcb.com. The annual meeting is being convened for the following purposes: | | | | ❶ | To elect ten directors for a one-year term to expire at the 2027 Annual Meeting of Stockholders; | | | ❷ | To conduct an advisory vote to approve executive compensation; | | | ❸ | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026; | | | ❹ | To approve the reincorporation of the Company to the State of Texas by conversion; | | | ❺ | To consider one stockholder proposal, if properly presented at the Annual Meeting; and | | | ❻ | To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company. | | | | By Order of the Board of Directors, March 13, 2026. | | | | | | | J. Brent Hagy Chief Legal Officer and Corporate Secretary | | | | RECORD DATE; PROXIES Only stockholders of record at the close of business February 23, 2026, are entitled to notice of and to vote at the meeting or any adjournment(s) or postponement(s) thereof. Even if you plan to attend the meeting, please follow the instructions to vote by Internet or by telephone, or complete, sign, date and return your proxy card if you received one, as promptly as possible. It is important that your shares be represented at the meeting. For more information about how to attend the annual meeting, see “Information About the Meeting” on page 121 of this Proxy Statement. If you hold your shares in “street name” through a brokerage firm or bank, then your brokerage firm or bank is responsible for voting on your behalf based on your instructions. The Board of Directors urges you to contact the person responsible for your account today and instruct them to execute a proxy considering the recommendations of the Board, which are described in this Proxy Statement. If you hold your shares in street name and you wish to personally vote at the meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee that holds your shares. For more information on how to vote, see “Information About the Meeting.” | | | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 24, 2026: The Proxy Statement and 2025 Annual Report are available at www.proxyvote.com. | | | | | If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 123 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual meeting and helping to reduce our distribution costs. | | | 8401 MCCLURE DRIVE / P.O. BOX 10048 / FORT SMITH, ARKANSAS 72917 / 479-785-6000 | |

  10. ArcBest Corporation

    PROXY SUMMARY THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION ABOUT THE MEETING AND THE COMPANY, WHICH IS DISCUSSED IN GREATER DETAIL IN THIS PROXY STATEMENT AND DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES. FOR MORE COMPLETE INFORMATION REGARDING ARCBEST’S 2025 PERFORMANCE, PLEASE REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025. Annual Meeting Information

  11. ArcBest Corporation

    | | | | | WHEN | WHERE | RECORD DATE | | Friday, April 24, 2026, at 7:30 a.m. (CDT) | At the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916 | February 23, 2026 |

  12. ArcBest Corporation

    Meeting Agenda This Proxy Statement is furnished to the stockholders of the Company in connection with the solicitation of proxies on behalf of the ArcBest Board of Directors (the “Board”) to be voted at the Annual Meeting. The matters we will act on at the Annual Meeting are:

  13. ArcBest Corporation

    | Proposal | Board Voting Recommendation | Vote Required to Pass | Where to Find More Information | | Elect ten directors for a one-year term | FOR all nominees | A nominee is elected by a majority of the votes cast* | Page 15 | | Approve, on an advisory basis, the Company’s executive compensation | FOR | The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote | Page 76 | | Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026 | FOR | The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote | Page 79 | | Approve the reincorporation of the Company to the State of Texas by conversion | FOR | The affirmative vote of the holders of not less than a majority of the outstanding voting stock | Page 82 | | To consider one stockholder proposal, if properly presented at the Annual Meeting | AGAINST | The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote | Page 116 |

  14. ArcBest Corporation

    | * A majority of votes cast means that the number of shares voted “for” a director nominee’s election must exceed the number of shares voted “against” it. |

  15. ArcBest Corporation

    | | | | | What’s New? | | ■ In July 2025, and effective as of January 1, 2026, Seth Runser was appointed as Chief Executive Officer of ArcBest, succeeding Ms. McReynolds in that role, while Ms. McReynolds retained her role as Chairman of the Board, a testament to our robust succession planning process. See page 30 for more information. ■ In April 2025, we published our Impact Report for the calendar year 2024. Visit arcb.com/about-arcbest/sustainability to view the report.(1) ■ Over the past year, the Nominating/Corporate Governance Committee conducted a comprehensive review of the Board of Directors and added four new independent Directors, while several long-tenured members retired – lowering average tenure and enhancing Board expertise to strengthen oversight of the Company’s strategic priorities and evolving risks. ■ In September 2025, we hosted an Investor Day, introducing long-term goals that reflect confidence in our disciplined customer-led approach and ability to create long-term shareholder value. ■ During the fourth quarter of 2025, we engaged with stockholders representing 29% of our outstanding shares. See page 14 for more information. | |

  16. ArcBest Corporation

    | (1) Documents referenced or hyperlinked in this proxy statement are not and will not be incorporated by reference unless expressly indicated otherwise. Such documents may contain information from various sources and our assumptions thereon and may also contain hypothetical or adverse scenarios and assumptions that may not necessarily be representative of current, actual or expected risks or results. You are cautioned not to place undue weight on such information. |

  17. ArcBest Corporation

    Director Nominees

  18. ArcBest Corporation

    | | | | | | | Committees | | | | Name | Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Compensation | Nominating/Corporate Governance | | Salvatore A. Abbate | Chief Executive Officer for Veritiv Corporation | 57 | Jan. 2023 | | | | | | | Thom S. Albrecht | Chief Revenue Officer for Reliance Partners | 63 | Jul. 2025 | | | | | | | Ann G. Bordelon | Executive Vice Chancellor for Finance & Administration for the University of Arkansas | 59 | Jan. 2026 | | 2 | | | | | Eduardo F. Conrado Lead Independent Director | President and Chief Executive Officer for Ascension | 59 | Nov. 2016 | | | | | | | Bobby K. George | Senior Vice President and Chief Digital Officer for Carrier Global Corporation | 53 | Jan. 2026 | | | | | | | Michael P. Hogan | Chief Development and Strategy Officer for Earned Wealth | 66 | Oct. 2016 | | | | | | | Judy R. McReynolds Chairman | Former Chief Executive Officer for ArcBest | 63 | Jan. 2010 | | 1 | | | | | Seth K. Runser | President and Chief Executive Officer for ArcBest | 41 | Jan. 2026 | | | | | | | Janice E. Stipp | Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation | 66 | Oct. 2012 | | 2 | | | | | Chris T. Sultemeier | Operating Partner for NewRoad Capital Partners | 63 | Oct. 2025 | | | | | |

  19. ArcBest Corporation

    | | Member | | Chair | | Audit Committee Financial Expert |

  20. ArcBest Corporation

    Board Composition and Refreshment Our ten nominees represent a broad range of backgrounds, attributes, experiences and skills, as summarized below.

  21. ArcBest Corporation

    | | AGE | TENURE ON THE BOARD |

  22. RANGE OF SKILLS

    | What We Do: | | What We Don’t Do: | | | | We tie pay to performance. The majority of executive pay is at risk. | | NO tax gross-up payments for any amounts considered excess parachute payments. | | | 60% of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a three-year period. | | NO single-trigger payments upon a change in control. | | | We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective. | | NO excessive perquisites. | | | Named Executive Officers and Directors are subject to significant stock ownership requirements. | | NO hedging or pledging of Company stock. | | | We have caps on both the annual incentive and long-term incentive payouts. | | NO employment agreements with our Named Executive Officers. | | | We have a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards. | | NO re-pricing of stock options without stockholder approval. | | | We conduct annual risk assessments of our compensation plans. | | NO guaranteed bonuses. | | | We have an independent Compensation Committee. | | | | | The Compensation Committee has an independent compensation consultant. | | | | | We benchmark our compensation practices to peers with which we compete for talent. | | | | | We proactively engage with our largest stockholders and consider their feedback. | | |

  23. RANGE OF SKILLS

    Stockholder Engagement Feedback from our stockholders is very important to us. The Company engages with stockholders through various means, including in-person meetings, investor conferences, one-on-one calls and our Annual Meeting. The objectives of our stockholder engagement program are to discuss our strategic priorities, corporate governance and executive compensation practices, among other topics; strengthen our relationships with our investors; address any concerns raised in prior engagements; ensure we meet evolving investor expectations; and convey our approach to maximizing stockholder value. The information and viewpoints gathered in our discussions with stockholders are critical to informing our priorities and strategies. On September 29, 2025, ArcBest held its 2025 Investor Day, bringing together investors and analysts to discuss the company’s strategic direction, financial performance and vision for the future. The event outlined ArcBest’s long-term business outlook and roadmap to accelerate growth and deliver sustained value creation. During the event, the ArcBest leadership team shared how the company has transformed into a full-service, technology-enabled logistics provider serving more than 30,000 customers in a nearly $400 billion addressable market. By seamlessly integrating asset-based and asset-light solutions, ArcBest serves as a trusted partner through its customer-first approach, values-driven culture, and proven ability to help customers pivot and quickly adapt to keep their supply chains moving. In 2025, in addition to our participation at investor conferences and non-deal roadshows, we proactively reached out to stockholders representing approximately 68% of our outstanding shares to discuss our business strategy, governance policies and practices, and other topics of interest to our investors. Of those stockholders we contacted, stockholders representing approximately 29% of our outstanding shares met with our management team.

  24. RANGE OF SKILLS

    | | | | Who We Contacted | Who We Spoke With | | Stockholders Representing 68% of Outstanding Stock | Stockholders Representing 29% of Outstanding Stock |

  25. RANGE OF SKILLS

    Topics discussed during 2025 included our business strategy, human capital management, sustainability initiatives, executive compensation, corporate governance matters, and board composition and refreshment. We believe these meetings were productive and provided us with valuable insights and perspectives from our stockholders. PROPOSAL I. ELECTION OF DIRECTORS The Board recommends a vote “FOR” each of the nominees. All of the nominees are currently serving as directors of the Company. Based on a recommendation from the Nominating/Corporate Governance Committee, the Board appointed Thom S. Albrecht, Chris T. Sultemeier, Ann G. Bordelon, and Bobby K. George to the Board on July 24, 2025, October 29, 2025, January 26, 2026, and January 26, 2026, respectively. Prior to their appointments, each was recommended to the Nominating/Corporate Governance Committee as a potential Board candidate by Korn Ferry, which was engaged by the Nominating/Corporate Governance Committee to assist in identifying potential Board candidates. In addition, in connection with his promotion to Chief Executive Officer and based on a recommendation from the Nominating/Corporate Governance Committee, the Board appointed Mr. Seth Runser to the Board effective January 1, 2026. If elected, each nominee will serve until ArcBest’s Annual Meeting of Stockholders in 2027 or until their respective successors are duly elected and qualified or until the individual’s earlier death, resignation or removal from office. Each nominee has indicated a willingness to serve as a member of the Board, if elected. If, for any reason, a nominee becomes unable to serve or will not serve, either the number of the Company’s directors will be reduced or the Board will designate a substitute nominee. The Company’s bylaws provide that, in an uncontested election, directors are elected by a majority of the votes cast by stockholders, in person or by proxy, at a meeting at which a quorum is present. This means that the number of shares voted “for” a director nominee’s election must exceed the number of shares voted “against” it. In an uncontested election, a nominee who does not receive a majority of votes cast will not be elected, and the Company’s bylaws require that any incumbent director who does not receive the affirmative vote of a majority of the votes cast must promptly tender a resignation to the Board. The Nominating/Corporate Governance Committee will consider any resignation tendered under this policy and recommend to the Board whether to accept or reject it, and the Board will act on such resignation, taking into account such recommendation, within 90 days following the certification of the election results. The director who tenders his or her resignation under this policy will not vote with respect to the recommendation of the Nominating/Corporate Governance Committee or the decision of the Board with respect to the resignation. The Nominating/Corporate Governance Committee in making its recommendation, and the Board in making its decision, may consider any information it deems appropriate, including any reasons given by stockholders for their votes against a director, the qualifications of the director, and the director’s contributions to the Board and the Company. The Board will promptly disclose its decision to accept or reject the resignation and, if rejected, the reasons for doing so. If a director’s resignation is not accepted by the Board, then such director will continue to serve. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any remaining vacancy or decrease the size of the Board. Unless otherwise instructed, your proxy will be voted for the election of each of the nominees. Director Nominees A biography of each Director nominee, current as of February 23, 2026, appears below. There are no family relationships among any of the nominees and executive officers of the Company or its subsidiaries.

  26. RANGE OF SKILLS

    | SALVATORE A. ABBATE | | | | Age 57 Director since: Jan. 2023 INDEPENDENT Committees: ■ Compensation (Chair) ■ Nominating/ Corporate Governance | Key Skills and Experience: ■ Senior Leadership: Chief Executive Officer and member of the Board of Directors of Veritiv, a leading business-to-business specialty distribution solutions company. He remained CEO after the company’s sale to Clayton, Dubilier & Rice (“CDR”). He provided key leadership throughout the company’s efforts to focus on growth-oriented initiatives, operational efficiency and best-in-class technology implementation. Prior to this role, Mr. Abbate held senior leadership roles in corporate strategy, sales and marketing at Andersen Windows & Doors. ■ Value Creation and M&A: As Chief Executive Officer, led the execution of Veritiv’s $2.6 billion sale to CDR in 2023. Since going private, Veritiv has made five additional acquisitions in 2024. ■ Logistics: At Veritiv, leads the largest business-to-business packaging distribution business in North America with approximately $7 billion in annual sales, 95 North American distribution centers (over 110 worldwide) and a truck fleet of approximately 600. ■ Corporate Strategy, Sales and Marketing: As Senior Vice President and Chief Sales and Marketing Officer at Andersen Windows & Doors, Mr. Abbate oversaw the implementation of multiple marketing campaigns and initiatives, leading to increased customer penetration to become one of the largest window and door manufacturers in North America. Prior to this role, Mr. Abbate led Global Sales and Marketing for the Performance Film Division at Solutia, overseeing over $290 million in net sales across multiple geographic regions in 2011. | | | | Career Highlights: ■ Veritiv Corporation ■ Chief Executive Officer (2020 – Present) ■ Chief Operating Officer (2020 – 2020) ■ Senior Vice President & Chief Commercial Officer (2018 – 2019) ■ Andersen Windows & Doors ■ Senior Vice President & Chief Sales & Marketing Officer (2013 – 2018) ■ Senior Vice President, Sales & Marketing (2011 – 2013) ■ Solutia Inc. ■ Vice President (Global Sales and Marketing of the Performance Films Division) (2009 – 2011) | | | | Board Experience: ■ Veritiv (Private) (2020 – Present) | Education: ■ B.S. (Industrial Engineering), Georgia Institute of Technology; M.B.A., Northwestern University |

  27. RANGE OF SKILLS

    | THOM S. ALBRECHT | | | Age 63 Director since: Jul. 2025 INDEPENDENT Committees: ■ Audit | Key Skills and Experience: ■ Senior Leadership: Currently serves as Chief Revenue Officer at Reliance Partners, a leading insurance brokerage focused on the transportation and logistics industry. Since joining in April 2020, Mr. Albrecht has held dual roles as Chief Financial Officer and Chief Revenue Officer. He previously served as Chief Commercial Officer, Chief Financial Officer, and Chief Strategy Officer for Celadon Group, Inc. ■ Finance: During Mr. Albrecht’s tenure at Reliance Partners, he has led the company through its first two audits, secured three new credit facilities, and brought in a private equity firm. His background includes capital markets, financial strategy, data analysis, economic and market research, e-commerce and a keen understanding of what institutional investors are looking for. He was a Chartered Financial Analyst from 1993-2017. Mr. Albrecht is a designated financial expert. ■ Value Creation and M&A: During his tenure at Reliance Partners, Mr. Albrecht has led the company through two acquisitions. Under Mr. Albrecht’s leadership, gross written premiums increased by $350 million, rising from $120 million to $470 million. ■ Logistics: Mr. Albrecht brings over three decades of experience in the transportation and logistics sector. At Celadon Group, Mr. Albrecht oversaw pricing, network design and customer relationships. | | | Career Highlights: ■ Reliance Partners ■ Chief Revenue Officer (2020 – Present) ■ Celadon Group, Inc. ■ Chief Commercial Officer, Chief Financial Officer, Chief Strategy Officer & Executive Vice President (2017 – 2019) ■ Sword & Sea Transport Advisors, LLC ■ President (2016 – 2017) ■ BB&T Capital Markets ■ Managing Director of Transportation Research (2009 – 2016) | | | Education: ■ B.S. (Business Administration – Finance), University of Central Missouri |

  28. RANGE OF SKILLS

    | ANN G. BORDELON | | | | Age 59 Director since: Jan. 2026 INDEPENDENT Committees: ■ Audit | Key Skills and Experience: ■ Senior Leadership: Currently serves as Executive Vice Chancellor for Finance & Administration at the University of Arkansas. She previously served as Chief Financial Officer for Mitchell Communications and Chief Financial Officer and Chief Administration Officer at NOWDiagnostics. She also brings nearly 13 years of experience from prior roles at Walmart. ■ Finance and Accounting: Ms. Bordelon brings over 33 years of financial and accounting experience including as Chief Financial Officer of both public and private companies. While serving as Chief Audit Executive of Walmart, Ann was responsible for managing all aspects of the Audit Committee of the Board. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Bordelon is a designated financial expert. ■ Governance: During her tenure at NOWDiagnostics, she was responsible for all governance, board management, human resources and legal matters. | | | | Career Highlights: ■ University of Arkansas ■ Executive Vice Chancellor for Finance & Administration (2020 – Present) ■ Mitchell ■ Chief Financial Officer (2017 – 2019) ■ NOWDiagnostics ■ Chief Financial Officer and Chief Administrative Officer (2015 – 2017) ■ Walmart ■ Senior Vice President, Finance & Strategy (2014 – 2015) ■ Chief Financial Officer, Walmart Asia (2013 – 2014) ■ Chief Financial Officer, Sam’s Club (2010 – 2013) ■ Chief Audit Executive (2007 – 2010) | | | | Board Experience: ■ Portillo’s (NASDAQ: PTLO, 2020 – Present) ■ America’s CAR-MART, Inc. (NASDAQ: CRMT, 2023 – Present) | Education: ■ B.S. (Accounting and Information Systems), University of Arkansas |

  29. RANGE OF SKILLS

    | EDUARDO F. CONRADO | | | | Age 59 Director since: Nov. 2016 INDEPENDENT Lead Independent Director since: October 2025 Committees: ■ Compensation ■ Nominating/ Corporate Governance | Key Skills and Experience: ■ Senior Leadership: Currently serves as President and Chief Executive Officer at Ascension, one of the largest private healthcare systems in the U.S. operating more than 2,600 health care sites and 120 hospitals, with a workforce of over 300,000. Prior to this role, Mr. Conrado served in various senior management positions at Motorola Solutions across the company’s corporate and international businesses in a range of consumer and commercial segments. ■ Corporate Strategy: Brings over 30 years of strategy implementation and execution across the healthcare and technology sector. At Ascension, Mr. Conrado has led critical tactical initiatives aligning the company’s portfolio and investments to better serve its patients. At Motorola, Mr. Conrado oversaw the company’s growth strategy and drove innovation across the company’s products, services and software divisions. ■ Value Creation and M&A: While at Motorola and Ascension, Mr. Conrado has overseen the acquisition strategy of multiple companies, providing significant growth and expansion of the services offerings. | | | | Career Highlights: ■ Ascension ■ Chief Executive Officer (2026 – Present) ■ President (2023 – Present) ■ Executive Vice President, Chief Strategy & Innovation Officer (2019 – 2023) ■ Executive Vice President & Chief Digital Officer (2018 – 2019) ■ Motorola Solutions ■ Executive Vice President, Chief Innovation Officer & Chief Strategy Officer (2015 – 2018) ■ Senior Vice President & Chief Innovation Officer (2014 – 2015) ■ Senior Vice President (Marketing & IT) (2013 – 2014) ■ Senior Vice President & Chief Marketing Officer (2010 – 2013) ■ Senior Vice President & Chief Marketing Officer (Enterprise Mobility Solutions, Home and Network Business and Broadband Mobility Solutions Businesses) (2009 – 2010) | | | | Board Experience: ■ Southwest Airlines (NYSE: LUV, 2023 – 2025) | Education: ■ B.S. (Industrial Engineering), Texas Tech University; M.B.A., ESADE; M.I.M., Thunderbird School of Global Management at Arizona State University |

  30. RANGE OF SKILLS

    | BOBBY K. GEORGE | | | Age 53 Director since: Jan. 2026 INDEPENDENT Committees: ■ Audit | Key Skills and Experience: ■ Senior Leadership: Currently serves as Senior Vice President and Chief Digital Officer at Carrier Global Corporation, a world leader in HVAC, and Refrigeration. Prior to joining Carrier, he served as Senior Vice President and Chief Information Officer for services, manufacturing and engineering at General Electric. ■ Value Creation and M&A: While at General Electric he guided their Digital’s software products strategy across GE verticals and business units. In this capacity, he led software-enabled productivity and modernization initiatives and was responsible for delivering $428 million of digital productivity through delivery of software enabled capabilities. ■ Technology Strategy, Digital Innovation and Cybersecurity: At Carrier, he oversees digital strategy, information technology, data monetization and cybersecurity functions. He successfully led Carrier’s digital evolution post-spin-off, building the necessary organizational and digital capabilities to operate as an independent $21 billion company. | | | Career Highlights: ■ Carrier ■ Senior Vice President and Digital Officer (2018 – Present) ■ General Electric ■ Senior Vice President and Chief Information Officer, Manufacturing, Engineering and Services (2014 – 2018) ■ St Jude Medical (Now Abbott) ■ Vice President, Global Service (2010 – 2014) ■ Vice President and Chief Information Officer (2006 – 2010) ■ Swiss RE ■ Senior Vice President, Claims and Client Markets (2006 – 2006) | | | Education: ■ B.E. (Chemical Engineering), National Institute of Technology Rourkela; M.B.A. (Finance, Information Systems), International Management Institute |

  31. RANGE OF SKILLS

    | MICHAEL P. HOGAN | | | Age 66 Director since: Oct. 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance (Chair) | Key Skills and Experience: ■ Senior Leadership: Served as Chief Development & Strategy Officer at Earned Wealth. Mr. Hogan was part of the founding team at Earned Wealth, the first financial advisory firm created specifically to serve physicians, where he has served as Chief Strategy Officer, Chief Growth Officer, and Head of Corporate Development. Prior to this role, Mr. Hogan served as President of Tax-Smart Innovation at Blucora and as Executive Vice President, Strategic Business & Brand Development for GameStop Corporation. ■ Corporate Strategy: At Earned Wealth, Mr. Hogan transformed the company into a leading provider of wealth services and tax planning, reaching clients in 24 states. At GameStop, he oversaw the company’s successful diversification and transformation, including over 40 acquisitions producing $1 billion plus businesses in Retail Technology, Digital Gaming, and Licensed Products. At Blucora, he created the “Tax-Smart Investing” business unit, which has delivered $300 million plus in client tax savings. | | | Career Highlights: ■ Earned Wealth (previously Forme Financial) ■ Chief Development & Strategy Officer (2022 – 2025) ■ Blucora ■ President (Tax-Smart Innovation) (2018 – 2020) ■ GameStop Corporation ■ Executive Vice President (2012 – 2018) ■ Senior Vice President & Chief Marketing Officer (2008 – 2012) ■ Strategic Frameworking ■ Principal (2002 – 2007) ■ Dean Foods Company ■ Senior Vice President & Chief Marketing Officer (1998 – 2001) ■ Frito-Lay ■ Vice President (International Marketing) (1985 – 1998) | | | Education: ■ B.S. (Economics), Northern Illinois University; M.B.A. (Finance and Marketing), Northwestern University |

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    | JUDY R. MCREYNOLDS | | | | Age 63 Director since: Jan. 2010 Chairman of the Board since: 2016 Committees: ■ None | Key Skills and Experience: ■ Senior Leadership: Serves as Chairman of the Board of ArcBest. Since joining ArcBest in 1997, Ms. McReynolds has held a broad range of senior leadership roles, including Chief Executive Officer; President; Senior Vice President, Chief Financial Officer and Treasurer; Vice President – Controller; and Director of Corporate Accounting. Ms. McReynolds was a driving force behind transforming ArcBest into a logistics powerhouse with a full suite of logistics solutions that meet customers’ supply chain needs. Individually, Ms. McReynolds has been recognized for numerous awards in leadership and business, including Forbes 50 Over 50 and Women Inc. Most Influential Corporate Board Directors. ■ Value Creation and M&A: Guided ArcBest M&A strategy, leading the company during its $235 million acquisition of MoLo Solutions, adding scale to its full truckload solution and enabling the achievement of $5 billion in revenue in 2022, a significant milestone. Optimized the business through the approximately $100 million sale of FleetNet America to Cox Automotive Mobility Solutions in 2023. In 2012, Ms. McReynolds oversaw ArcBest’s $180 million acquisition of what is now called Panther Premium Logistics®, bolstering the company’s end-to-end logistics solutions. ■ Finance and Accounting: Formerly a Certified Public Accountant, Ms. McReynolds brings over 32 years of public and private finance experience in senior roles at ArcBest (including CFO), P.A.M. Transportation Services and Ernst & Young. ■ Logistics: Ms. McReynolds brings over 32 years of experience in the transportation and logistics industry, including 28 years with the company. Under her leadership, ArcBest evolved into a multibillion-dollar integrated logistics company — leading the way with cutting-edge technology and customized solutions that help keep the global supply chain moving. | | | | Career Highlights: ■ ArcBest Corporation ■ Chairman (2016 – Present) ■ Chief Executive Officer (2010 – 2025) ■ President (2010 – 2024) ■ Senior Vice President, Chief Financial Officer, Principal Accounting Officer & Treasurer (2006 – 2010) ■ Vice President & Controller (2000 – 2006) ■ Controller (1998 – 1999) ■ Director (Corporate Accounting) (1997 – 1998) | | | | Board Experience: ■ OGE Energy Group (NYSE: OGE, 2011 – Present) ■ First Bank Corp (Private) (2011 – Present) ■ First National Bank of Fort Smith (Private) (2011 – Present) | Education: ■ B.B.A. (Accounting), University of Oklahoma | | | Select Awards ■ The Stevie® Awards for Women in Business: 2024 Gold Winner, Female Executive of the Year – Business Services, 2,500+ Employees ■ Women Business Collaborative’s Women CEOs in America list (2023) ■ Women’s Foundation of Arkansas Top 100 Women of Impact (2023) ■ Arkansas Business Hall of Fame Class of 2023 ■ Arkansas’ 250 Most Influential Leaders (2024, 2023, 2022, 2020, 2019 and 2018) ■ Arkansas Business Executive of the Year (2022) ■ Forbes 50 Over 50 (October 2022) | |

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    | SETH K. RUNSER | | | Age 41 Director since: Jan. 2026 Committees: ■ None | Key Skills and Experience: ■ Senior Leadership: Serves as ArcBest President and Chief Executive Officer. Mr. Runser joined the Company in 2007 and has served as ABF President, Chief Operating Officer, ABF Vice President – Linehaul Operations, and Regional Vice President – Operations. ■ Corporate Strategy: As President and Chief Executive Officer, he has championed transformative initiatives like City Route Optimization, the Vaux™ technology suite, ArcBest View™ and AI-powered tools that deliver a more consistent, resilient customer experience. ■ Logistics: Brings nearly twenty years of experience in the transportation and logistics world. | | | Career Highlights: ■ ArcBest Corporation ■ Director (2026 – Present) ■ Chief Executive Officer (2026 – Present) ■ President (2024 – Present) ■ ABF Freight ■ President (2021 – 2024) ■ Chief Operating Officer (2021 – 2021) ■ Vice President – Linehaul Operations (2019 – 2021) ■ Regional Vice President – Operations (2016 – 2019) ■ Service Center Manager (2011 – 2016) ■ Operations Supervisor (2008 – 2011) ■ Management Trainee (2007 – 2008) | | | Education: ■ B.B.A. (Marketing), Kent State University | | | Select Awards ■ Arkansas Business Arkansas’ 250 Most Influential Leaders (2025) ■ Arkansas Money & Politics’ (AMP) Influencer of the Year (2025) ■ Northwest Arkansas Business Journal Forty Under 40 Winner (2021) |

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    | JANICE E. STIPP | | | | Age 66 Director since: Oct. 2012 INDEPENDENT Committees: ■ Audit (Chair) | Key Skills and Experience: ■ Senior Leadership: Former Senior Vice President, Chief Financial Officer & Treasurer of Rogers Corporation, a developer, manufacturer and seller of high-performance and high reliability engineered materials and components to over 5,000 customers worldwide. Ms. Stipp’s leadership played a pivotal role in accelerating organic and inorganic sales, gross margins and operating income. Prior to this role, Ms. Stipp served as Executive Vice President, Chief Financial Officer and Treasurer at Tecumseh Products Company, a publicly traded global leader in the refrigeration and air conditioning industry. Additional experience includes work in the manufacturing, technology and automotive industries with publicly traded, global corporations and private equity firms. ■ Value Creation and M&A: Brings significant transaction and integration experience in both public and private companies. Oversaw the acquisitions of DeWall Industries, Diversified Silicone Products and Griswold during her tenure at Rogers resulting in more than $800 million in sales. ■ Finance and Accounting: Brings over 36 years of financial and accounting experience including as CFO of both public and private companies. She is a Certified Public Accountant, a Chartered Global Management Accountant and a member of the American Institute of Certified Public Accountants. Ms. Stipp is a designated financial expert. | | | | Career Highlights: ■ Rogers Corporation ■ Senior Vice President, Chief Financial Officer & Treasurer (2017 – 2018) ■ Vice President, Chief Financial Officer, Chief Accounting Officer & Treasurer (2015 – 2017) ■ Tecumseh Products Company ■ Executive Vice President, Chief Financial Officer, Secretary & Treasurer (2011 – 2015) ■ Revstone Industries ■ Chief Financial Officer (2011 – 2011) ■ Acument Global Technologies ■ Chief Financial Officer (2007 – 2011) ■ GDX Automotive ■ Executive Vice President & Chief Financial Officer (2005 – 2007) | | | | Board Experience: ■ Diploma PLC (LSE: DPLM, 2024 – Present) ■ Rotork PLC (LSE: ROR, 2020 – Present) (Safety and Sustainability Committee, Member) ■ Sappi Limited (JSE: SAP, 2019 – 2022) ■ Commercial Vehicle Group, Inc. (NASDAQ: CVGI, 2019 – 2021) ■ NN, Inc. (NASDAQ: NNBR, 2019 – 2019) | Education: ■ B.A. (Accounting), Michigan State University; M.B.A. Wayne State University |

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    | CHRIS T. SULTEMEIER | | | | Age 63 Director since: Oct. 2025 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance | Key Skills and Experience: ■ Senior Leadership: Currently serves as an Operating Partner for NewRoad Capital Partners, the largest venture capital firm in Arkansas. Previously served as the Executive Vice President of Logistics at Walmart Stores, Inc. and President and Chief Executive Officer of Walmart Transportation, LLC. ■ Value Creation: At Walmart Stores, Inc. he championed initiatives that reduced logistics costs by 12%, saving over $2 billion annually. He led the Walmart team through the ambitious challenge of doubling fleet efficiency over a 10-year span and successfully saved the business over $1 billion annually. ■ Logistics: Brings more than three decades of experience in logistics, transportation and supply chain operations. He led the expansion of Walmart’s logistics network from 15 to over 200 facilities and grew the team from 12,000 to more than 100,000 associates. He also led an initiative to establish a two-day ground eCommerce network that could serve the entire U.S. | | | | Career Highlights: ■ NewRoad Capital Partners ■ Operating Partner (2017 – Present) ■ Walmart Stores, Inc. ■ Executive Vice President - Logistics (2012 – 2017) | | | | Board Experience: ■ Yellow Corporation (NYSE: YELL, 2020 – 2025) ■ Duke Realty Corporation (NYSE: DRE, 2018 – 2022) | Education: ■ B.S. (Mechanical Engineering), United States Military Academy at West Point |

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    Board Skills Profile We believe the Board’s membership should represent different backgrounds, experiences and skills. To that end, the Nominating/Corporate Governance Committee periodically reviews the qualifications and attributes of our directors. Our current board members represent a broad range of viewpoints, backgrounds and attributes, including experience in corporate governance, strategic planning, marketing, M&A transactions and public company management. In addition, our directors bring to the Board the following skills and expertise that we believe are of particular importance for our Company:

  37. RANGE OF SKILLS

    | Skills/Expertise | | Abbate | Albrecht | Bordelon | Conrado | George | Hogan | McReynolds | Runser | Stipp | Sultemeier | | | Audit Knowledge or experience in auditing functions, including financial audits and testing of internal controls. | | ● | ● | | ● | ● | ● | | ● | | | | Cybersecurity Experience in the management of information security or cybersecurity risks at companies. | | | | ● | ● | ● | ● | | | | | | Environmental Sustainability/Corporate Social Responsibility Knowledge or experience in the areas of environmental impact, ethics and responsibility, or strategies to develop long-term stockholder value. | ● | | | | ● | | ● | ● | | | | | Executive Compensation Knowledge or experience in executive compensation strategy, trends, and pay practices that align executive and stockholder interests to drive company performance and long-term value creation. | ● | | | ● | | ● | ● | | | ● | | | Finance/Capital Markets Experience in corporate finance and capital markets, including through management experience as a principal financial or accounting officer or oversight of capital markets transactions, that contributes to our Board’s understanding of financial markets and to effective oversight of our capital structure and financial reporting. | ● | ● | ● | | | ● | ● | | ● | ● | | | HR/Labor Experience in the area of human capital management, human resources practices or union workforce dynamics. | | | ● | ● | | | ● | ● | ● | ● | | | Legal/Regulatory/Government Relations Understanding of the complex regulatory and governmental environment in which our business operates. | | ● | ● | ● | | | ● | ● | | ● | | | Risk Management Knowledge and experience with risk management and compliance matters relevant to our business. | | ● | ● | ● | ● | | ● | ● | ● | ● | | | Technology Background in technology, including through experience in technology-related businesses, bringing critical understanding of our industry and the technological trends and innovation that shape our products, services, and strategy. | ● | | | ● | ● | ● | ● | ● | | ● | | | Transportation/Logistics Knowledge or experience in or understanding of transportation, logistics, or supply chain, including the operational and economic factors that drive efficiencies and demand for services. | ● | ● | | | ● | | ● | ● | | ● | | | Senior Executive Experience as a Chief Executive Officer or Senior Executive at a publicly traded company. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Corporate Governance Demonstrated understanding of current corporate governance standards and best practices at public companies. | ● | ● | ● | ● | | | ● | | ● | ● | | | Mergers and Acquisitions Knowledge or experience in overseeing and executing strategic mergers, acquisitions and other corporate development activities as a senior executive or Board member. | ● | | ● | | ● | | ● | | ● | | | | Digital Strategy/Transformation Knowledge or experience in overseeing, managing and/or implementing enterprise-wide digital strategy or transformation initiatives. | | | | ● | ● | ● | | ● | | |

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    GOVERNANCE OF THE COMPANY Board Leadership Structure The Board has determined that a leadership structure with Mr. Runser serving as President and CEO, Ms. McReynolds serving in a Chairman role, and an independent director serving as the Lead Independent Director is in the best interests of ArcBest and its stockholders. The Board recognizes that there are many viewpoints concerning a board’s optimal leadership structure and considered all options in making its decision. The Board reviewed trends in board practices, best practices for corporate governance, and the board practices of the Company’s peers. The Board also considered the advantages of having a former Chief Executive Officer serve in the Chairman role. Among other things, a person with this experience can quickly identify company concerns and communicate this information to other Board members, providing superior information due to her unique insights into the Company’s day-to-day operations. Chairman of the Board In deciding to adopt the current leadership structure, the Board considered: Ms. McReynolds’ leadership qualities, management capability, and knowledge of ArcBest’s business and the transportation and logistics industry; the long-term, strategic perspective she has exhibited as the former Chief Executive Officer; and her focus on growing long-term stockholder value. The Board also considered Ms. McReynolds’ tenure with the Company. The Board believes Ms. McReynolds’ service as Chairman provides the Board with deeper insight into the Company’s strategic initiatives, key business issues and risks encountered in daily operations. Lead Independent Director The Board believes that a non-independent Chairman should be balanced by a strong Lead Independent Director with a clearly defined and dynamic leadership role in the governance of the Board. The Company’s bylaws provide that if the Chairman is not an independent Director, the independent Directors must annually elect a Lead Independent Director. The bylaws assign to the Lead Independent Director extensive authority and responsibilities relating to the Board’s governance and functions, including:

  39. RANGE OF SKILLS

    | ■ | calling and chairing meetings of independent Directors, and setting agendas for such meetings; |

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    | ■ | liaising between the independent Directors and the Chairman and communicating with the Chairman after each meeting of independent Directors to provide feedback; |

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    | ■ | chairing all Board meetings where the Chairman is not present; |

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    | ■ | reviewing, advising on, and approving Board meeting agendas and meeting schedules; |

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    | ■ | being available for consultation and direct communication with stockholders, when appropriate; and |

  44. RANGE OF SKILLS

    | ■ | participating in the annual performance evaluation of individual members of the Board and the Chief Executive Officer (in consultation with the Nominating/Corporate Governance Committee). |

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    The Lead Independent Director’s authority and responsibilities generally correspond to those performed by an independent Chairman. Eduardo F. Conrado was appointed to serve as Lead Independent Director effective November 1, 2025, following the retirement from the Board of former Lead Independent Director Steven L. Spinner on October 31, 2025. In the Board’s view, Mr. Conrado possesses the characteristics and qualities necessary to fulfill the Lead Independent Director’s important role of guiding and facilitating the independent Directors’ participation in the Company’s governance. During his more than nine years on our Board, Mr. Conrado has demonstrated a thorough understanding of the Board’s oversight role and leading corporate governance practices. Supplementing the Lead Independent Director are Board committees composed entirely of independent Directors. Management and Outside Advisors The Company’s leadership structure includes an experienced management team, upon whose advice, reports and opinions the Board relies. Regularly scheduled management reports and presentations, based on operational, financial, talent, legal and risk management aspects of the Company’s operations, provide vital information to the Board. The independent Directors have complete access to, and direct contact with, members of senior management. The Board also relies on the advice of counsel, accountants, executive compensation consultants, auditors, strategic planning consultants, risk management consultants, and other expert advisors. Director Independence The Nominating/Corporate Governance Committee has determined that all members of the Board except Ms. McReynolds and Mr. Runser are independent pursuant to applicable independence standards of the Nasdaq Stock Market (“Nasdaq”). The independent Directors met in executive session two times in 2025. Mr. Spinner presided over those meetings as Lead Independent Director, until his retirement in October 2025. In connection with its evaluation of director independence, the Board of Directors considered the following:

  46. RANGE OF SKILLS

    | ■ | Mr. Abbate is the Chief Executive Officer and a member of the Board of Directors of Veritiv Corporation. In 2025 and 2026 (through the February 23 record date), Veritiv Corporation made payments to one or more ArcBest subsidiaries for ordinary course of business transportation and other services in the aggregate amount of approximately $5.2 million, which was immaterial to either companies’ revenues or operations in the last three fiscal years. |

  47. RANGE OF SKILLS

    | ■ | Mr. George is Senior Vice President and Chief Digital Officer of Carrier Global Corporation. In 2025 and 2026 (through the February 23 record date), Carrier Global Corporation made payments to one or more ArcBest subsidiaries for ordinary course of business transportation and other services in the aggregate amount of approximately $7.9 million, which was immaterial to either companies’ revenues or operations in the last three fiscal years. |

  48. RANGE OF SKILLS

    | ■ | Mr. Sultemeier currently serves as an Operating Partner for NewRoad Capital Partners. In 2025, ArcBest Holdings, Inc., a subsidiary of the Company, entered into a subscription agreement for funding commitments of up to $2.0 million with NewRoad Fund IV GP, L.P., of which approximately $977,000 has been deemed contributed to date as of February 18, 2026. The funding commitment represents less than 1% of the total fund commitments, which is immaterial to the Company’s revenues and NewRoad’s funding. |

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    How Directors are Selected The Nominating/Corporate Governance Committee is responsible for identifying and recommending potential Board members based on any specific criteria the Board may specify from time to time and such other factors as it deems appropriate. Relevant considerations include:

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    | ■ | special training or skill; |

  51. RANGE OF SKILLS

    | ■ | experience with businesses and other organizations that are similar to the Company in size and type; |

  52. RANGE OF SKILLS

    | ■ | experience with or knowledge of businesses or organizations or technical expertise that is particularly relevant to the Company’s current or future business plans; |

  53. RANGE OF SKILLS

    | ■ | financial expertise; |

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    | ■ | advanced studies and certifications; |

  55. RANGE OF SKILLS

    | ■ | specific industry or transportation experience; and |

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    | ■ | other experiences or backgrounds that bring varied skills to the Board. |

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    The Nominating/Corporate Governance Committee also considers the interplay of a candidate’s experience with the experience of the other Directors, whether the candidate has sufficient time to devote to the responsibilities of a director, and whether the candidate is free from conflicts of interest or legal issues. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Nominating/Corporate Governance Committee, as different factors may assume greater or lesser significance at particular times, and the needs of the Board may vary in light of its composition and the Nominating/Corporate Governance Committee’s perceptions about future issues and needs. However, the Board has found the skills and experiences described above in the section titled “Board Skills Profile” to be particularly relevant and desirable. The Nominating/Corporate Governance Committee believes that to best evaluate matters the Board oversees, the Board needs a mix of business and personal backgrounds. For that reason, the Nominating/Corporate Governance Committee periodically reviews a listing of the qualifications and attributes of our current Directors and potential candidates. The Nominating/Corporate Governance Committee does not have a formal policy on diversity with regard to consideration of director nominees. The Nominating/Corporate Governance Committee may identify potential candidates from the pool of individuals known by members of the Board and individuals recommended by management, and/or engage a third-party search firm to help identify appropriate candidates. The Nominating/Corporate Governance Committee may consider director candidates recommended by stockholders. Recommendations should be sent to the Nominating/Corporate Governance Committee at the address provided in the section titled “Stockholder Communication with the Board”. The Nominating/Corporate Governance Committee does not have a specific policy regarding the consideration of stockholder recommendations for director candidates because the Nominating/Corporate Governance Committee would evaluate stockholder recommendations in the same manner as it evaluates director candidates recommended by other sources, using the process and criteria described above. Board’s Role in Risk Oversight

  58. RANGE OF SKILLS

    | Board of Directors | | The Board believes the Company’s current management structure facilitates risk oversight by combining experienced leadership with independent review by the Board and its committees. Potential risk factors that are monitored through this structure include financial, operational, technological, disaster, environmental, social, cybersecurity, talent, legal and regulatory, fraud/corruption, employment practices, executive compensation, and reputational and legislative issues. The Board’s committees assist with risk oversight within their respective areas of responsibility, and the Board is regularly informed about each committee’s activities. |

  59. RANGE OF SKILLS

    | Board Committees | | Audit Committee The Audit Committee directly oversees risk management relating to financial reporting and public disclosure and the steps management has taken to monitor and control those exposures. In addition, the Audit Committee is responsible for the oversight of general financial risk matters, significant risk exposures, including Environmental, Social, and Governance (“ESG”) related risks, and the Company’s policies for risk assessment and risk management. The Audit Committee also fulfills oversight responsibilities related to compliance with the Company’s Code of Conduct, as well as compliance with legal and regulatory requirements. The Board recognizes the critical importance of cybersecurity in protecting our business and is committed to maintaining a robust cybersecurity risk management program and implementing a comprehensive strategy to mitigate cybersecurity threats and vulnerabilities. The Audit Committee oversees risk management related to cybersecurity risks. For additional information regarding our cybersecurity risk management program, see Item 1C of the Company’s 2025 Annual Report. The Audit Committee meets regularly with financial management, including the Chief Financial Officer, the Vice President–Controller and Chief Accounting Officer, and the Vice President–Internal Audit, as well as our independent registered public accounting firm. The Audit Committee also reviews the activities of the Company’s Risk Management Committee, which consists of several members of senior management. The Risk Management Committee oversees the identification and mitigation of existing and emerging risks. Compensation Committee The Compensation Committee is responsible for oversight of risk relating to the Company’s compensation policies and practices for all employees and officers. In addition to regular reviews of the Company’s compensation programs, the Compensation Committee reviews the risk assessment performed by the Company’s Risk Management Committee to evaluate whether the Company’s compensation policies and practices, including our incentive plans, are reasonably likely to have a material adverse effect on the Company. For more information, see “Compensation Discussion & Analysis—Compensation Risk Assessment.” |

  60. RANGE OF SKILLS

    | Nominating/Corporate Governance Committee The Nominating/Corporate Governance Committee is responsible for overseeing risks associated with corporate governance, social and environmental issues, and the Company’s CEO succession process. In connection with this responsibility, the Nominating/Corporate Governance Committee annually reviews the Company’s Corporate Governance Guidelines and their implementation and oversees our ESG and sustainability strategy, ESG practices and policies. |

  61. RANGE OF SKILLS

    | Management | | Management periodically makes presentations to the Board on the Company’s overall risk management program, including reports on the Company’s top existing risks, how the risks have been trending, and how they are addressed by Company strategy; mitigating activities; emerging risks and circumstances; and the effectiveness of the security, back-up, and contingency provisions of the Company’s information systems. Management also evaluates the Company’s compensation policies and practices on an annual basis to determine whether any create risks that are reasonably likely to have a material adverse effect on the Company. The risk assessment, including the conclusions of the Company’s Risk Management Committee, is discussed with the Compensation Committee. At least annually, management provides the Board with an overview of key talent metrics, growth and development programs and employee engagement activities. |

  62. RANGE OF SKILLS

    CEO and Executive Leadership Succession Process The Board ensures that ArcBest has a strong bench of well-prepared internal candidates, who align with the defined leadership competencies but have varied strengths, to fill both planned and unplanned vacancies with limited disruption. Another critical part of the succession planning strategy is the executive team’s regular, data-driven review of the organizational structure, retention, culture, compensation, and talent development practices that support the execution of ArcBest’s strategic business goals. The Board, Talent Review Committee and management share responsibility for management development and succession planning.

  63. RANGE OF SKILLS

    | | | | | Board | Talent Review Committee | Management | | ■ A key responsibility of the Board is succession planning for the Chief Executive Officer, including identification and evaluation of potential successors. ■ The Board also annually reviews succession planning for other executive officers, including successor strengths and development opportunities and strategic talent metrics. | ■ This committee, led by the CEO and primarily composed of the CEO’s direct reports, conducts annual reviews of succession plans for critical roles, as well as strategic talent data, with a focus on maintaining a values-driven culture in which career development for current and future leaders is critical to driving employee and organizational growth. | ■ The Chief Human Resources Officer and senior talent leaders work with functional leaders across ArcBest in developing and implementing programs to attract, assess, develop, engage, and retain leaders at all levels of the organization. |

  64. RANGE OF SKILLS

    As reported in July 2025 and effective as of January 1, 2026, Mr. Runser was appointed as Chief Executive Officer of the Company, succeeding Ms. McReynolds in that role, while Ms. McReynolds retained her role as Chairman of the Board. This appointment was the product of our succession process in action, promoting continuity, strength and depth of knowledge across critical leadership roles for the Company. Committees of the Board The Board has established Audit, Compensation, Nominating/Corporate Governance, and Qualified Legal Compliance Committees to devote attention to specific subjects and to assist in the discharge of its responsibilities. These committees are described below. The charters for all four committees are available on our website, arcb.com, in the “Invest—Corporate Governance” section.

  65. RANGE OF SKILLS

    | AUDIT COMMITTEE | | | Ms. Stipp (Chair), Ms. Bordelon, and Messrs. Albrecht and George Meetings in 2025: 6 | The Audit Committee assists the Board by fulfilling oversight responsibilities relating to: ■ the integrity of financial reports and related financial information provided by the Company to the public and the Securities and Exchange Commission (“SEC”); ■ the Company’s systems of internal controls regarding finance, accounting and compliance with policies, including ethics policies; ■ the performance of the Company’s internal audit, accounting and financial reporting functions; ■ the Company’s risk management policies and processes for identifying, monitoring, and managing significant risk exposures, including cybersecurity and ESG-related risks; and ■ the Company’s compliance with legal and regulatory requirements. | | | The Nominating/Corporate Governance Committee has determined that each current member of the Audit Committee meets all applicable SEC and Nasdaq independence standards and financial literacy requirements that apply to audit committee members. The Board has determined that Ms. Stipp, Ms. Bordelon, and Mr. Albrecht are audit committee financial experts as defined under applicable SEC rules. |

  66. RANGE OF SKILLS

    | COMPENSATION COMMITTEE | | | Messrs. Abbate (Chair), Conrado, Hogan, and Sultemeier Meetings in 2025: 5 | The Compensation Committee is responsible for: ■ reviewing and approving executive officer compensation and has authority to make and administer employee awards under the ArcBest Corporation Executive Officer Incentive Compensation Plan and the Amended and Restated ArcBest Corporation Ownership Incentive Plan (the “Ownership Incentive Plan”), including setting performance goals and determining the extent to which those goals were achieved; ■ reviewing and approving the Company’s peer group; ■ evaluating the need for, and provisions of, contracts and severance arrangements for executive officers; ■ monitoring compliance by Executive Officers with the Company’s stock ownership guidelines; and ■ overseeing the Company’s anti-hedging and pledging policy and the Company’s clawback policy. | | | The Nominating/Corporate Governance Committee has determined that each current member of the Compensation Committee meets applicable Nasdaq independence standards and non-employee director requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |

  67. RANGE OF SKILLS

    | NOMINATING/CORPORATE GOVERNANCE COMMITTEE | | | Messrs. Hogan (Chair), Abbate, Conrado, and Sultemeier Meetings in 2025: 7 | The Nominating/Corporate Governance Committee’s responsibilities include: ■ identifying individuals believed to be qualified to become Directors; ■ selecting and recommending to the Board for its approval the nominees to stand for election as Directors or, if applicable, to be appointed to fill vacancies on the Board; ■ determining appropriate compensation for Directors; ■ recommending any changes regarding size, structure, composition, processes and practices of the Board; ■ reviewing the independence of Directors and assessing whether members are meeting the applicable independence standards for service on the various Board committees; ■ working with the Board to identify, evaluate and make recommendations regarding potential successors for the Company’s Chief Executive Officer; ■ reviewing the Company’s Corporate Governance Guidelines; ■ monitoring compliance by Directors with the Company’s stock ownership guidelines; ■ providing oversight with respect to the Company’s ESG and sustainability strategy, practices, and policies and as appropriate provide updates and make recommendations to the Board; ■ monitoring emerging trends, best practices and regulatory developments related to ESG and other sustainability matters; and ■ overseeing the annual Board and Committee evaluations and CEO evaluation. | | | The Nominating/Corporate Governance Committee has determined that each current member of the committee is independent, as defined in applicable Nasdaq independence standards. | | QUALIFIED LEGAL COMPLIANCE COMMITTEE | | | Ms. Stipp (Chair), Ms. Bordelon, and Messrs. Albrecht and George. | The Qualified Legal Compliance Committee is responsible for confidentially receiving, retaining and considering any report of evidence of a material violation of securities law, a material breach of fiduciary duty, or a similar material violation of any federal or state law by the Company or by any officer, director, employee or agent of the Company that is made or referred to the Compliance Committee by the Chief Executive Officer or the Company’s Chief Legal Officer or legal advisors. The Audit Committee serves as the Qualified Legal Compliance Committee. |

  68. RANGE OF SKILLS

    Attendance at Meetings The Board has five regularly scheduled meetings each year to review significant developments affecting the Company and to act on matters requiring Board approval. The Board holds special meetings when action is required between regular meetings. The Board met nine times during 2025. During 2025, all incumbent members of the Board participated in at least 75% of all scheduled Board and applicable committee meetings held during the year during the period in which he or she served on the Board or an applicable committee. It is the Company’s policy that all members of the Board attend the annual meeting of stockholders, except when illness or other personal matters prevent such attendance. All members of the Board who were members on the date of the annual meeting attended the Company’s 2025 Annual Meeting of Stockholders. Other Board Policies The Board has imposed a mandatory retirement age for all Directors. No Director may seek re-election to the Board after attaining age 75. Because we recognize the commitment of time and energy that a public company board requires, no Director is permitted to serve on the boards of more than two other public companies while serving on the ArcBest Board, unless he or she has obtained approval from the ArcBest Board. Code of Conduct and Corporate Governance Guidelines The Board has adopted a Code of Conduct that applies broadly to all Directors, officers, employees, representatives, agents, sub-contractors, vendors, and suppliers of the Company. The Code of Conduct incorporates the United Nations Global Compact’s ten principles in the areas of human rights, labor, the environment and anti-corruption. The Company will post on its website any amendment to, or waiver of, a provision of the Code of Conduct that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, or any person performing similar functions and that relates to any of the following elements of the Code of Conduct: honest and ethical conduct; disclosure in reports or documents filed with the SEC and other public communications; compliance with applicable laws, rules and regulations; prompt internal reporting of code violations; and accountability for adherence to the Code of Conduct. The full text of the Code of Conduct is available in the Investors section of the Company’s website, arcb.com. No waiver of the Code of Conduct has occurred. Acting on the recommendation of the Nominating/Corporate Governance Committee, the Board developed and adopted Corporate Governance Guidelines to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should fulfill its responsibilities. Among other things, the Corporate Governance Guidelines address the composition of the Board, including independence standards; the selection, term and expectations for Directors; the conduct of meetings and executive sessions; and the composition and primary objectives of the Board’s committees. The full text of the Corporate Governance Guidelines is posted in the Investors section of the Company’s website, arcb.com. Certain Transactions and Relationships Item 404 of Regulation S-K of the Securities Act of 1933, as amended, requires that the Company disclose certain “related party transactions” with the Company’s Directors and executive officers, among others. In 2025, Brian Beasley, the brother of J. Matthew Beasley, the Company’s Chief Financial Officer, served as Senior Innovation and Strategy Manager for ArcBest Technologies, Inc., a subsidiary of the Company. For the fiscal year ended 2025, he earned $160,605 in total compensation. There were no other transactions between related parties and the Company that required disclosure in this Proxy Statement. Annually, as part of the Company’s proxy preparation, all Directors and executive officers who are subject to related party transaction disclosure are instructed to report in writing any such transactions to the Company, and to report to the Company any such transactions that may be planned or that occur during the year. As set forth in the Audit Committee’s charter, in determining whether to approve or ratify a related party transaction, the Audit Committee considers all the relevant facts and circumstances available, including (if applicable): (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to the Company as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director, or an entity of which a director is a partner, stockholder or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the Company’s Code of Conduct. The Company has entered into indemnification agreements with the members of its Board. Under these agreements, the Company is obligated to indemnify its Directors to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys’ fees, judgments and settlement amounts incurred by them in any action or proceeding arising out of their services as a Director. The Company believes that these agreements are helpful in attracting and retaining qualified Directors. The Company’s Third Amended and Restated Certificate of Incorporation, and the bylaws also provide for indemnification of the Company’s officers and Directors to the fullest extent permitted by the Delaware General Corporation Law. Insider Trading, Anti-Hedging and Pledging Policies The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by all of the Company’s directors, officers and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations. All Company officers, including Named Executive Officers, and certain other employees, as well as non-employee Directors, are subject to the provisions of the Insider Trading Policy which prohibit certain transactions in the Company’s securities, including: purchase or sale of puts, calls, options or other derivative securities based on the Company’s securities; monetization transactions, such as forward sale contracts (in which a stockholder continues to own the underlying security without having all the risks or rewards of ownership, executes a short-sale of Company securities, or “sells against the box”—failing to deliver sold securities), and any other hedging or pledging transaction involving the Company’s securities. This policy does not include ArcBest stock options exercised in accordance with the terms of the Company’s equity plan. The Company does not have any outstanding stock option awards. A copy of the policy was filed as an exhibit to ArcBest’s Annual Report on Form 10-K for the year ended December 31, 2025. Although the Insider Trading Policy does not apply to Company stock repurchases, it is the Company’s practice to only engage in repurchase transactions during open window periods or pursuant to Rule 10b5-1 plans. DIRECTOR COMPENSATION

  69. RANGE OF SKILLS

    Actual cash compensation paid to Directors in 2025 is reflected in the “2025 Director Compensation Table.” Equity-Based Awards The target equity grant value for non-employee Directors in 2025 was $160,000. Awards were made in the form of restricted stock units (“RSUs”) in an amount determined by dividing the target grant value by the closing price of ArcBest Common Stock on the date of grant and rounding to the nearest multiple of 25 shares. Equity grants for the non-employee Directors typically are approved during the Board’s second-quarter meeting with an effective grant date that is five business days following the Company’s quarterly earnings release, unless a different date is approved by the Board. RSU awards granted to non-employee Directors vest one year from the date of grant. All of the RSU awards are subject to accelerated vesting in the event of a Director’s death or disability or a change in control of the Company. Accelerated vesting for RSUs also occurs if a director retires from the Board after the age of 65 with at least five years of service as a Director. Vested RSU awards are paid in shares of ArcBest Common Stock on the earlier to occur of the normal vesting date applicable to the award or the Director’s qualifying termination of service with the Company, unless payment is deferred by the Director under the provisions of the Ownership Incentive Plan. Miscellaneous Compensation Items We typically provide transportation for Directors to attend Board meetings, pay for their hotel stays, and provide meals. We also cover the cost of a director education and resource subscription. Upon request, we may reimburse some or all of the cost of an educational conference and related travel. Stock Ownership Policy for Non-Employee Directors The Nominating/Corporate Governance Committee believes that the Directors should maintain a level of equity holdings in the Company that will further align their interests with those of the Company’s stockholders. The Board adopted a Stock Ownership Policy requiring Directors to own a minimum value of stock in the Company. In 2025, Directors were required to own shares with a total value equal to five times their total annual retainers. Directors are not permitted to sell any shares of Company stock (except to pay the taxes generated as a result of the vesting of equity grants) until they satisfy the stock ownership requirement, and then may only sell the shares that exceed the stock ownership requirement. RSUs (including unvested RSUs and RSUs that have vested but are deferred or subject to transfer restrictions) and stock owned outright count toward the stock ownership requirements. The Nominating/Corporate Governance Committee reviews ownership levels annually. As of the review completed in April 2025, all of the Directors have met their ownership requirements. Messrs. Albrecht, Sultemeier, and George and Ms. Bordelon joined the Board after the ownership review was completed in 2025. Directors must retain shares in accordance with the Stock Ownership Policy until they satisfy the stock ownership requirement. 2025 Director Compensation Table The table below summarizes the compensation paid by the Company to non-employee Directors for the year ended December 31, 2025.

  70. RANGE OF SKILLS

    | | Fees Earned or | Stock | All Other | | | Name(1) | Paid in Cash | Awards(2,3) | Compensation (6) | Total | | Salvatore A. Abbate | $95,000 | $158,241 | $— | $253,241 | | Thomas S. Albrecht | 47,500 | 158,305 | — | 205,805 | | Eduardo F. Conrado(4)(5) | 112,500 | 158,241 | — | 270,741 | | Fredrik J. Eliasson | 95,000 | 158,241 | — | 253,241 | | Michael P. Hogan | 97,500 | 158,241 | — | 255,741 | | Kathleen D. McElligott(4) | 115,000 | 158,241 | — | 273,241 | | Craig E. Philip | 95,000 | 158,241 | — | 253,241 | | Steven L. Spinner(5) | 104,167 | 158,241 | 26,097 | 288,504 | | Janice E. Stipp(4) | 120,000 | 158,241 | — | 278,241 | | Chris T. Sultemeier | 23,750 | 159,054 | — | 182,804 |

  71. RANGE OF SKILLS

    | (2) Reflects the aggregate grant date fair value of RSU awards made during 2025, computed using the grant date fair value ($58.07 per share), in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) determined without regard to estimated forfeitures and adjusted for present value of dividends (to reflect that dividend equivalents are not paid with respect to unvested RSU awards). All non-employee Directors active as of May 6, 2025, received an award of 2,725 RSUs under the Ownership Incentive Plan on May 6, 2025 (computed using a stated annual value of $160,000 and the grant date closing stock price of $58.54 per share, rounded to the nearest multiple of 25 shares). Thom Albrecht received an award of 2,150 RSUs effective August 6, 2025 following his appointment to the Board. His RSU award value was calculated using the grant date fair value of $73.63 per share. Chris Sultemeier received an award of 2,450 RSUs effective November 12, 2025 following his appointment to the Board. His RSU award value was calculated using the grant date fair value of $64.92 per share. No dividends or dividend equivalents are paid to non-employee Directors on RSUs, except for RSUs that vest but are deferred by the Director under the terms of the plan. See Note K to the consolidated financial statements in the Company’s 2025 Annual Report for additional detail on share-based compensation. |

  72. RANGE OF SKILLS

    | (3) As of December 31, 2025, each non-employee Director had the following aggregate number of RSUs outstanding, although only the value of the 2025 RSU award is provided in the Stock Awards column above. |

  73. RANGE OF SKILLS

    | | Vested but Subject to Transfer | | Total RSUs | | Name | Restrictions(i) | Unvested | Outstanding | | Salvatore A. Abbate | — | 2,725 | 2,725 | | Thomas S. Albrecht | — | 2,150 | 2,150 | | Eduardo F. Conrado | 22,150 | 2,725 | 24,875 | | Fredrik J. Eliasson | 1,300 | 2,725 | 4,025 | | Michael P. Hogan | 3,800 | 2,725 | 6,525 | | Kathleen D. McElligott | — | 2,725 | 2,725 | | Craig E. Philip | — | 2,725 | 2,725 | | Steven L. Spinner | — | — | — | | Janice E. Stipp | — | 2,725 | 2,725 | | Chris T. Sultemeier | — | 2,450 | 2,450 |

  74. RANGE OF SKILLS

    In 2025, our consolidated revenues from continuing operations totaled $4 billion, a decrease of 4% from 2024. Revenues of our Asset-Based segment totaled $2.7 billion, a per-day decrease of 0.2% from 2024, and revenues of our Asset-Light segment were $1.4 billion, a per-day decrease of 9% from 2024. The consolidated revenue decline is primarily attributable to lower revenue per shipment for both the Asset-Based and Asset-Light segments, versus 2024. The softer market environment, characterized by weak industrial production and housing, and excess capacity, has negatively impacted market rates for shipping and logistics services and reduced Asset-Light revenue per shipment. Our consolidated operating ratio, expressed as a percentage of revenues from continuing operations, increased to 97.7%, a decline of 3.5 percentage points as compared to 2024, primarily due to lower revenues. Executive Compensation Relative to Company Performance Our executive compensation program provides a strong relationship between pay and Company performance. The annual cash incentive for 2025 was based on operating income (adjusted) (“Adjusted Operating Income”) and Return on Capital Employed (adjusted) (“Adjusted ROCE”). As outlined further in “Annual Cash Incentive Compensation” on the following pages, Adjusted Operating Income was below the threshold performance amount in 2025, and Adjusted ROCE was below the threshold performance amount in 2025, resulting in no payout under the annual plan. Our performance over the long term also reflects the strong pay-for-performance structure of our incentive compensation program for our executives. The 2023-2025 cash long-term incentive compensation plan (“C-LTIP”) was based on Total Shareholder Return (“TSR”) compared to our peer group and pre-established Adjusted ROCE goals. Actual Company performance generated a payout of 62.15% of the target incentive opportunity under the 2023-2025 plan, as outlined further below in “Long-Term Incentive Compensation.” For more information regarding our pay-for-performance philosophy, we encourage you to review the remainder of our CD&A, including the sections titled “Compensation Philosophy and Objectives” and “Alignment of Cash Incentive Payouts with Operating Income”, as well as our “Pay Versus Performance” table on page 71, which we are providing as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. Overview of Our Compensation Program The primary elements of direct compensation awarded to the Named Executive Officers are shown below.

  75. RANGE OF SKILLS

    | | Compensation Element | How Paid | Performance Metrics | Rationale | | Fixed | Base salary | Cash | N/A | ● Provides executives with a minimum level of pay regardless of Company performance, supporting retention and reducing risk. ● Reviewed annually to ensure alignment with role expectations and market conditions. ● Determined based on Executive’s experience; scope and complexity of the position; current objectives and responsibilities; internal equity considerations; individual performance; retention needs; and relevant market factors. | | At-Risk (Variable) | Annual incentive (AIP) | Cash | Annual goals for Adjusted Operating Income and Adjusted ROCE | ● Encourages management to focus on annual profitability and achievement of the Company’s financial goals. ● Aligns annual performance with drivers of long-term Company success. ● Supports retention of executive talent by rewarding achievement of key financial objectives. | | At-Risk (Variable) | Long-term incentive | Cash (C-LTIP) (60% of target) | Three-year goals for relative TSR and Adjusted ROCE | ● Rewards management for driving performance against the Company’s key financial metrics. ● Utilizes a three-year performance cycle to reinforce a long-term perspective and incentivize sustainable value creation, profitability, and capital efficiency. ● Employs cash-based long-term awards, reducing dilution associated with relying solely on equity compensation. | | | | Time-based RSUs (40% of target) | Vest pro-rata over three years following grant date | ● Aligns management’s interests with those of stockholders. ● Focuses executives on creating long-term stockholder value over a multi-year period. ● Supports retention of key talent through long-term incentives. ● Discourages inappropriate short-term decision-making by emphasizing sustained performance. |

  76. RANGE OF SKILLS

    | What We Do: | | What We Don’t Do: | | | | We tie pay to performance. The majority of executive pay is at risk. | | NO tax gross-up payments for any amounts considered excess parachute payments. | | | 60% of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a three-year period. | | NO single-trigger payments upon a change in control. | | | We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective. | | NO excessive perquisites. | | | Named Executive Officers and Directors are subject to significant stock ownership requirements. | | NO hedging or pledging of Company stock. | | | We have caps on both the annual incentive and long-term incentive payouts. | | NO employment agreements with our Named Executive Officers. | | | We have a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards. | | NO re-pricing of stock options without stockholder approval. | | | We conduct annual risk assessments of our compensation plans. | | NO guaranteed bonuses. | | | We have an independent Compensation Committee. | | | | | The Compensation Committee has an independent compensation consultant. | | | | | We benchmark our compensation practices to peers with which we compete for talent. | | | | | We proactively engage with our largest stockholders and consider their feedback. | | |

  77. RANGE OF SKILLS

    | ■ | encourage balance between short-term results and the long-term strategic decisions needed to ensure sustained business performance over time; and |

  78. RANGE OF SKILLS

    As discussed in the sections that follow, we use a variety of compensation vehicles to reflect this compensation philosophy and meet the Company’s objectives. The Compensation Committee does not prescribe a targeted allocation for the various compensation components. Both internal and external influences on our compensation program fluctuate periodically, and we believe it is in the best interest of the Company, our stockholders, and the Named Executive Officers for the Committee to have the flexibility to design a compensation program appropriate for the current market environment and the Company’s goals. Our compensation program is designed to retain and secure the continued leadership of our existing managerial talent as well as to attract future leaders for the Company. The majority of our Named Executive Officers are long-term employees of the Company resulting in a management team that is very knowledgeable about the Company and the transportation industry. This experience is extremely valuable, and our executives can be targets for recruitment by other companies, especially in the transportation and logistics industry. Other factors we consider when determining executive compensation include scope and complexity of the position, current objectives and responsibilities, internal equity, relative compensation within the peer group, the Company’s results, and the executive’s performance. Response to 2025 Say on Pay Vote In 2025, the Company held its 15th annual stockholder advisory vote on the compensation paid to our Named Executive Officers, earning approximately 96% support. The Committee considered this strong support by stockholders as well as many other factors in evaluating the Company’s executive compensation programs. These factors include the alignment of our compensation programs with our corporate business objectives, evaluations of our programs by external consultants, and review of data from a select group of peers. Based on these considerations, the Committee did not make any changes to our executive compensation program, policies or pay levels as a result of the 2025 say on pay advisory vote. The Committee and Company value feedback from our stockholders, and we will continue to consider this feedback when evaluating decisions regarding our executive compensation programs in the future. Roles and Responsibilities in Determining Executive Compensation Role of the Compensation Committee The Compensation Committee is responsible for overseeing and approving compensation levels and incentive plans for the Named Executive Officers. The Compensation Committee has determined and reviewed the value and forms of compensation for Named Executive Officers and other officers based on Committee members’ knowledge and experience, competitive market compensation information, periodic review and analysis from an independent compensation consultant, and management recommendations. The Committee approves salary levels, incentive plan performance metrics, performance goals, payout opportunities, equity award levels and terms, and the peer group used for market benchmarking and total shareholder return relative comparisons. The Committee also evaluates the need for, and the provisions of, severance arrangements for the Named Executive Officers, reviews risks associated with compensation plans and administers the Company’s clawback policy. Role of the Independent Compensation Consultant The Compensation Committee directly engages Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant. Meridian provided ongoing consulting assistance to the Compensation Committee throughout the year on areas such as compensation design, proxy disclosure, market trends, corporate governance practices, technical considerations and other matters. In particular, Meridian assisted the Committee by evaluating the Company’s compensation programs and award levels, participating in Committee meetings when requested, and reviewing Committee materials. Meridian also provided non-employee director compensation consulting to the Nominating/Corporate Governance Committee. Other than executive and director compensation consulting to the Board, the Compensation Committee and the Nominating/Corporate Governance Committee, Meridian does not provide any other services to the Company. The Compensation Committee has the final authority to hire and terminate the independent compensation consultant and evaluates the consultant periodically. The Chair of the Compensation Committee approves the fees paid to the consultant. The Compensation Committee has assessed the independence of Meridian under SEC rules and concluded that Meridian’s work for the Board, the Compensation Committee and the Nominating/Corporate Governance Committee does not raise any conflict of interest. The Company has retained Mercer (US) LLC (“Mercer”) to provide additional consulting services at the request of management and to assist with management’s recommendations for executive compensation levels and program design. Mercer primarily assists management with market analysis and proxy disclosure review. The Company has assessed the independence of Mercer under SEC rules and concluded that Mercer’s work for management does not raise any conflict of interest. At the Company’s request, Mercer presented a compensation review for Named Executive Officers in July 2024 and in July 2025. These studies helped inform compensation decisions for 2025 and 2026, respectively. Role of Management The Company’s President & Chief Executive Officer, Chief Legal Officer and Corporate Secretary, and Chief Human Resources Officer are routinely invited to attend Compensation Committee meetings to provide analysis and recommendations on compensation issues and other matters the Committee is considering. At certain meetings, the CEO presents pay recommendations for his or her direct reports. The CEO does not make recommendations regarding his or her own compensation. No executive participates in discussions concerning his or her own pay or attends Committee executive sessions, except to the extent requested by the Committee. Management formulates its recommendations on executive compensation with assistance from Mercer. The Committee considers management recommendations and discusses proposals with Meridian before making decisions on compensation awarded to the executives. The Committee believes these discussions provide valuable insight, but the Committee is solely responsible for approving all pay decisions for the Named Executive Officers. The Compensation Committee delegates to management the implementation and record-keeping functions related to the various elements of compensation it has approved, to the extent permissible. The Committee may not and does not delegate its authority to review and determine the form or value of compensation for Named Executive Officers. Determining Appropriate Pay Levels Total direct compensation for the Named Executive Officers is divided into two general categories: short-term cash compensation and long-term incentive compensation. Although the Committee also reviews retirement, perquisites, and other benefits such as the 401(k) plan and health and welfare benefits, these benefits are not referenced against market data or used in determining direct compensation levels. For more information, see “Retirement and Other Benefits” and “Perquisites” in this CD&A. Peer Group The Committee compares the Company’s compensation levels with the compensation of executives within a peer group. The peer group consists of companies in the transportation and logistics industry with whom we compete for executive talent. Each year, with input from Meridian and management, the Committee reviews our peer group.

  79. 2025 Market Compensation Peer Group

    2025 Market Compensation Peer Group

  80. 2025 Market Compensation Peer Group

    | | Ticker | Revenue in 2024 | Market Cap(2) | | Company Name(1) | Symbol | ($ millions) | ($ millions) | | ArcBest Corporation | ARCB | 4,179 | 2,160 | | Covenant Logistics Group, Inc. | CVLG | 1,131 | 724 | | Forward Air Corporation | FWRD | 2,474 | 960 | | Hub Group, Inc. | HUBG | 3,946 | 2,741 | | J.B. Hunt Transport Services, Inc. | JBHT | 12,087 | 17,067 | | Knight-Swift Transportation Holdings Inc. | KNX | 7,410 | 8,591 | | Landstar System, Inc. | LSTR | 4,819 | 6,069 | | Old Dominion Freight Line, Inc. | ODFL | 5,815 | 37,493 | | RXO, Inc. | RXO | 4,550 | 3,894 | | Saia, Inc. | SAIA | 3,209 | 12,135 | | Schneider National, Inc. | SNDR | 5,291 | 5,138 | | TFI International Inc. | TFII | 8,397 | 11,403 | | Werner Enterprises, Inc. | WERN | 3,030 | 2,222 | | XPO, Inc. | XPO | 8,072 | 15,376 |

  81. 2025 Market Compensation Peer Group

    | (1) This table reflects the 2024 revenue and market capitalization information that was used by the Compensation Committee to evaluate each peer at the time the Committee made the peer group selection. Our 2025 peer group for market comparison is unchanged versus the group used in 2024. |

  82. 2025 Market Compensation Peer Group

    | (2) Approximate based on the product of the closing price of each company’s stock at December 31, 2024 and recently reported outstanding share count at the time of peer group evaluation. |

  83. 2025-2027 C-LTIP Relative TSR Peer Group

    2025-2027 C-LTIP Relative TSR Peer Group

  84. 2025-2027 C-LTIP Relative TSR Peer Group

    | Company Name(1) | Ticker Symbol | | ArcBest Corporation | ARCB | | C.H. Robinson Worldwide, Inc. | CHRW | | Covenant Logistics Group, Inc. | CVLG | | CSX Corporation | CSX | | Expeditors International of Washington, Inc. | EXPD | | Forward Air Corporation | FWRD | | Hub Group, Inc. | HUBG | | J.B. Hunt Transport Services, Inc. | JBHT | | Knight-Swift Transportation Holdings Inc. | KNX | | Landstar System, Inc. | LSTR | | Norfolk Southern Corporation | NSC | | Old Dominion Freight Line, Inc. | ODFL | | RXO, Inc. | RXO | | Ryder System, Inc. | R | | Saia, Inc. | SAIA | | Schneider National, Inc. | SNDR | | TFI International Inc. | TFII | | Union Pacific Corporation | UNP | | United Parcel Service, Inc. | UPS | | Werner Enterprises, Inc. | WERN | | XPO, Inc. | XPO |

  85. 2025-2027 C-LTIP Relative TSR Peer Group

    | (1) FedEx Corporation has been excluded from the Relative TSR peer group subsequent to its public announcement regarding the planned spinoff of its FedEx Freight division. The adjustment has been made to ensure the peer group remains representative and comparable following the structural change in FedEx’s operations. |

  86. 2025-2027 C-LTIP Relative TSR Peer Group

    Peer Group and Industry Comparisons Target total compensation and each pay component are designed to approximate the 50th percentile of the peer group, with actual pay outcomes that vary based on company performance. Although the Committee considers these market benchmarks, compensation for a given executive may further vary from market based on the executive’s experience, the scope and complexity of the executive’s position, the executive’s current objectives and responsibilities, internal equity, the executive’s performance, and retention needs. Components of Compensation Base Salary Base salary is a fixed component of compensation paid for performing specific job duties and functions. Base salary is an important component of compensation and is crucial to our ability to attract and retain key talent. The Compensation Committee reviews base salaries for Named Executive Officers and the other executive officers annually, considering the following:

  87. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | the Company’s compensation philosophy and objectives, including consideration of the executive’s experience, the scope and complexity of the executive’s position, the executive’s current objectives and responsibilities, internal equity, the executive’s performance, and retention needs; |

  88. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | market analysis; |

  89. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | input from the Committee’s independent compensation consultant; |

  90. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | economic and inflationary factors; |

  91. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | the Company’s recent and historical financial performance; |

  92. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | the Company’s strategic plans; |

  93. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | the Company’s resources; |

  94. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | the President; and |

  95. 2025-2027 C-LTIP Relative TSR Peer Group

    | ■ | the Chief Executive Officer’s recommendations (regarding executives other than herself). |

  96. 2025-2027 C-LTIP Relative TSR Peer Group

    The Committee does not assign a specific weighting to any of these factors. In considering any increase in base salary, the Committee takes into account the effect such an increase would have on the Named Executive Officer’s potential annual incentive, because compensation under that award is calculated based on a percentage of the individual’s base salary. Based on the Committee’s annual review of market compensation and the strong performance of the Named Executive Officer team, the Committee increased base salary levels for Ms. McReynolds and Messrs. Beasley, Anderson, and Johns, effective January 1, 2025 to generally reflect the 50th percentile of the peer group. The following chart sets forth the base salaries for each Named Executive Officer for 2024 and 2025.

  97. 2025-2027 C-LTIP Relative TSR Peer Group

    | | Base Salary at December 31, 2024 | Base Salary at December 31, 2025 | | Judy R. McReynolds | $927,000 | $959,445 | | Seth K. Runser | 575,000 | 575,000 | | J. Matthew Beasley | 463,500 | 513,500 | | Dennis L. Anderson II | 430,301 | 438,000 | | Michael R. Johns | 432,600 | 454,230 |

  98. 2025-2027 C-LTIP Relative TSR Peer Group

    Annual Cash Incentive Compensation

  99. PERFORMANCE METRICS

    PERFORMANCE METRICS The annual cash incentive opportunity is designed to encourage our management to focus on profitability and the attainment of Company financial goals, on an annual basis, which we believe will lead to our long-term success and promote retention of our executive talent. The performance metrics for the 2025 annual cash incentive award are set forth in the chart below.

  100. PERFORMANCE METRICS

    | Performance Measure | Weighting | Rationale | | Adjusted Operating Income | 60% | The use of Adjusted Operating Income reinforces the Company’s emphasis on profitable growth. | | Adjusted ROCE | 40% | Adjusted ROCE measures the efficient use of corporate assets to create profitable growth and aligns executives’ interest with our profitability and appropriate employment of capital, which increases the value of the Company to its stockholders. We use a historical average ROCE of the S&P 500, typically over a period of at least ten years, so the performance target does not reflect short-term market volatility. We believe the S&P 500 is an appropriate performance benchmark because it is a broad-based group of U.S. companies in leading industries and reflects the risk and return characteristics of the broader market on an ongoing basis. While the S&P 500 primarily includes companies that are larger than the Company, the performance of these companies reflects stable, well-managed organizations. The Committee believes that performance at or above the level of the S&P 500 companies is acceptable performance and worthy of performance-based incentive payments. |

  101. PERFORMANCE METRICS

    Adjusted Operating Income represents operating income as reported in the Company’s consolidated financial statements, adjusted (if applicable to the covered period) to (i) add back (a) certain annual or long-term incentive compensation expenses, including AIP and C-LTIP, and (b) direct third-party acquisition expenses, and (ii) exclude (a) all revenue and expenses for businesses acquired during the measurement period, (b) any expenses resulting directly from reorganization and restructuring that are publicly disclosed, (c) any increases or decreases from certain extraordinary, unusual or non-recurring item as approved by the Compensation Committee, (d) any increases or decreases resulting from changes in accounting principles, (e) any losses from a discontinued operation, (f) any goodwill, other intangible asset, and lease-related impairment charges, and (g) any settlement and termination expenses (including withdrawal liabilities) relating to pension plans. Adjusted ROCE represents net income divided by average adjusted debt plus average equity for the measurement period, with net income, debt and equity adjusted (if applicable to the covered period) to (i) add back (a) certain after-tax annual or long-term incentive compensation expenses, including expenses related to the AIP and C-LTIP, and (b) after-tax direct third-party acquisition expenses, interest expense, and amortization of intangibles, and (ii) exclude (a) all revenue, expenses, and taxes from, and debt attributable to, businesses acquired during the measurement period, (b) any decreases in net income resulting directly from reorganization and restructuring expenses that are publicly disclosed, (c) any increases or decreases to ROCE resulting from any extraordinary, unusual or non-recurring items as approved by the Compensation Committee, (d) any increases or decreases in net income resulting from changes in accounting principles, (e) any losses from a discontinued operation, (f) the effect of changes in federal income tax law or regulations affecting reported results during the measurement period, (g) any goodwill, other intangible asset, and lease-related impairment charges, (h) any after-tax income from cash and short-term investments attributable to any reduction in average debt, and (i) any after-tax settlement and termination expenses (including withdrawal liabilities) relating to pension plans.

  102. TARGET AWARDS

    | (1) The maximum total payout potential is 250% of the target incentive, assuming Company performance is at or above the maximum goal levels for Adjusted Operating Income and Adjusted ROCE. |

  103. PERFORMANCE GOALS

    PERFORMANCE GOALS The following tables show the goals and associated payouts for the two performance metrics utilized for the 2025 annual incentive.

  104. PERFORMANCE GOALS

    | | Payout* (% of target earned) | | | | | | Measure | 0% | 50% Threshold | 100% Target | 250% Maximum | Weighting | | Adjusted Operating Income | | | | | 60% | | | Payout* (% of target earned) | | | | | | Measure | 0% | 50% Threshold | 100% Target | 250% Maximum | | | Adjusted ROCE % Achieved | | | | | 40% |

  105. PERFORMANCE GOALS

    | * The payout earned for performance at levels between those indicated is calculated using straight-line interpolation, except that no payout is earned for performance below the threshold performance levels. |

  106. PERFORMANCE RESULTS

    PERFORMANCE RESULTS Actual Adjusted Operating Income achieved for 2025 as measured under the annual cash incentive plan was $127.8 million, falling below the threshold performance amount, resulting in no payout for the Adjusted Operating Income portion of the annual incentive. Adjusted ROCE for the year was 7.88%, falling below the threshold performance amounts, resulting in no payout for the Adjusted ROCE portion of the annual incentive. Target payouts for the 2025 incentive and actual payouts for 2025 performance are shown below:

  107. PERFORMANCE RESULTS

    | | 2025 Target Annual Incentive Opportunity | 2025 Actual Annual Incentive Plan Payout | | Judy R. McReynolds | $1,151,334 | $— | | Seth K. Runser | 460,000 | — | | J. Matthew Beasley | 385,125 | — | | Dennis L. Anderson II | 284,700 | — | | Michael R. Johns | 295,250 | — |

  108. TARGET AWARDS

    TARGET AWARDS Our long-term compensation target incentive opportunity consists of two components: (i) a three-year cash incentive opportunity (“C-LTIP”) (60% weighting), and (ii) a time-vested RSU award (40% weighting). The following table shows the total target for long-term incentive compensation for each Named Executive Officer and opportunities awarded in 2025 for the 2025-2027 C-LTIP and the 2025 RSU award.

  109. TARGET AWARDS

    | | Total Long-Term Compensation | 2025-2027 | | | | Target Incentive Opportunity | C-LTIP | 2025 RSU | | | (Fixed Dollar Amount) | Target Value | Grant Value | | Judy R. McReynolds | $3,000,000 | $1,800,000 | $1,200,000 | | Seth K. Runser | 1,000,000 | 600,000 | 400,000 | | J. Matthew Beasley | 680,000 | 408,000 | 272,000 | | Dennis L. Anderson II | 550,000 | 330,000 | 220,000 | | Michael R. Johns | 540,000 | 324,000 | 216,000 |

  110. CASH LONG-TERM INCENTIVE COMPENSATION

    CASH LONG-TERM INCENTIVE COMPENSATION The Committee has awarded cash long-term incentive opportunities since 2006. We have observed that these awards, which are exclusively performance-based, appropriately reward management and drive performance with respect to key financial metrics. The three-year performance period encourages a long-term perspective, and using cash-based awards mitigates the dilutive effect of solely offering long-term equity compensation. In February 2025, the Committee granted a three-year cash incentive award for the performance period from January 1, 2025 through December 31, 2027, using the performance metrics set forth below.

  111. CASH LONG-TERM INCENTIVE COMPENSATION

    | Performance Measure | Weighting | Rationale | | Adjusted ROCE | 60% | Adjusted ROCE measures the efficient use of corporate assets to create profitable growth and aligns executives’ interest with our profitability and appropriate employment of capital. As previously discussed, Adjusted ROCE is measured against a historical average ROCE of the S&P 500 over a period of time. The Committee and management believe that using the Adjusted ROCE metric for the three-year performance period keeps participants focused on the profitable use of Company resources over the longer period, which increases the value of the Company to its stockholders. | | Relative TSR | 40% | The Company uses TSR relative to our industry peer group to more directly align the cash long-term incentive plan with stockholder value creation. Relative TSR rewards participants when the Company outperforms our Relative TSR peer group and directly aligns executives’ interests with stockholder value creation relative to our peers. |

  112. Adjusted ROCE

    | | Payout Earned for Relative TSR* | | Payout Earned for Adjusted ROCE | | Relative TSR | (% of target earned)** | Adjusted ROCE % Achieved | (% of target earned)** | | <25th percentile | 0% | <9% | 0% | | 25th percentile (threshold) | 25% | 9% (threshold) | 50% | | 50th percentile | 100% | 14% | 100% | | ≥75th percentile | 250% | ≥19% | 250% |

  113. Adjusted ROCE

    | * As previously discussed on page 47, the Relative TSR Peer Group is comprised of the following companies: C.H. Robinson Worldwide, Inc., Covenant Logistics Group, Inc., CSX Corporation, Expeditors International of Washington, Inc., Forward Air Corporation, Hub Group, Inc., J.B. Hunt Transport Services, Inc., Knight-Swift Transportation Holdings Inc., Landstar System, Inc., Norfolk Southern Corporation, Old Dominion Freight Line, Inc., RXO, Inc., Ryder System, Inc., Saia, Inc., Schneider National, Inc., TFI International Inc., Union Pacific Corporation, United Parcel Service, Inc., Werner Enterprises, Inc. and XPO, Inc. |

  114. Adjusted ROCE

    | ** The payout earned for performance at levels between those indicated is calculated using straight-line interpolation, except there is no payout for performance below the threshold level. |

  115. LONG-TERM EQUITY INCENTIVE COMPENSATION

    LONG-TERM EQUITY INCENTIVE COMPENSATION The Company grants RSU awards to help align the executives’ interests with those of our stockholders. In 2025, Named Executive Officers were granted time-vested RSUs as shown in the table below.

  116. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | Named Executive Officer | RSU Target Grant Value | RSUs Granted in 2025(1) | | Judy R. McReynolds | $1,200,000 | 20,500 | | Seth K. Runser | 400,000 | 6,825 | | J. Matthew Beasley | 272,000 | 4,650 | | Dennis L. Anderson II | 220,000 | 3,750 | | Michael R. Johns | 216,000 | 3,700 |

  117. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | (1) The number of RSUs granted is based on the target award value established by the Committee divided by the closing stock price of the Company’s Common Stock on the date of grant and rounded to the nearest multiple of 25 units. |

  118. LONG-TERM EQUITY INCENTIVE COMPENSATION

    The Committee believes the award of RSUs with time-based vesting aligns the interest of management with stockholders by focusing our executives on stockholder value creation over a multi-year period, helps to retain key talent and discourages inappropriate short-term behaviors. Additionally, the use of equity-based awards supports the objectives of our Stock Ownership Policy and provides meaningful stock ownership opportunities for our executives. RSUs granted in 2025 are subject to three-year ratable vesting, with one-third of the awards vesting on each of the first, second and third anniversaries of the grant date. Stock will be issued in settlement of the RSUs on the vesting dates, or earlier if the Named Executive Officer experiences a qualifying termination of employment. No dividends or dividend equivalents are paid to Named Executive Officers on RSUs. See “Outstanding Equity Awards at 2025 Year-End” for additional information regarding these awards. C-LTIP Awards for the 2023-2025 Performance Period The performance period for the 2023-2025 C-LTIP ended on December 31, 2025. The Company’s actual relative TSR percentile rank was 27.3, falling between the threshold and target performance levels, and three-year average Adjusted ROCE was 13.24%, falling between the threshold and target performance levels, resulting in an aggregate payout of 62.15% of the target incentive opportunity, as reflected in the table below. The individual incentive targets were expressed as a fixed dollar value based, in large part, on the respective officers’ positions with the Company at the time of the grant. The original performance payout targets for the 2023-2025 awards can be found in our proxy statement for our 2024 Annual Meeting of Stockholders.

  119. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | | 2023-2025 Target C-LTIP Opportunity | 2023-2025 Actual C-LTIP Payout | | Judy R. McReynolds | $1,250,000 | $776,875 | | Seth K. Runser(1) | 325,000 | 201,988 | | J. Matthew Beasley(2) | 90,000 | 55,935 | | Dennis L. Anderson II | 275,000 | 170,913 | | Michael R. Johns | 245,000 | 152,268 |

  120. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | (1) Mr. Runser was ABF Freight President at the time of the 2023-2025 C-LTIP award, and his target incentive opportunity was based on his position at that time. |

  121. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | (2) Mr. Beasley was Vice President and Treasurer at the time of the 2023-2025 C-LTIP award, and his target incentive opportunity was based on his position at that time. |

  122. LONG-TERM EQUITY INCENTIVE COMPENSATION

    Compensation Risk Assessment Management has evaluated our compensation policies and practices, including our incentive plans, to determine whether any create risks that are reasonably likely to have a material adverse effect on the Company. The primary responsibility for this evaluation is assigned to the Company’s Risk Management Committee, which is made up of several members of senior management. Based on this evaluation, management concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Management’s evaluation, including the conclusions reached by the Risk Management Committee, was discussed with the Compensation Committee. The information used by management and the Risk Management Committee and provided to the Compensation Committee included a framework of potential risk factors for certain compensation plans and identified how the Company’s existing processes and compensation programs mitigate those risks. Mitigating factors for potential risks included:

  123. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | a combination of short- and long-term compensation; |

  124. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | a combination of equity- and cash-based compensation; |

  125. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | multiple performance metrics; |

  126. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | relative performance metrics; |

  127. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | robust financial control policies and audit practices; |

  128. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | caps for potential amounts earned under annual and long-term incentive plans; |

  129. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards; |

  130. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | a prohibition against hedging transactions or pledging of shares; |

  131. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | multi-year vesting periods for equity awards; |

  132. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | stock ownership requirements for executive officers; |

  133. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | retention of an independent compensation consultant to advise the Compensation Committee; |

  134. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | approval of performance criteria and performance results by the Compensation Committee, which consists of only independent Directors; and |

  135. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | review of peer groups by an independent compensation consultant and the Compensation Committee. |

  136. LONG-TERM EQUITY INCENTIVE COMPENSATION

    The most recent risk management evaluation was provided to the Compensation Committee in December 2025. Based on the information provided and the Compensation Committee’s knowledge of the Company’s compensation policies and practices, the Compensation Committee agreed with management’s conclusion that the risks arising from our compensation plans and practices are not reasonably likely to have a material adverse effect on the Company. Compensation Program Changes for 2026 The Committee monitors and reviews the Company’s executive compensation programs on an ongoing basis. In July 2025, with the assistance of Meridian, the Committee evaluated our incentive compensation design practices compared to peers and general industry. No changes were made to our plans as a result of this review. In January 2026, with the assistance of Meridian, the Committee evaluated our peer groups for market compensation and relative TSR in the LTIP. Based on this review and as a result of an announcement by FedEx Corp. that they will be spinning off FedEx Freight, we removed FedEx Corp. from the relative TSR peer group for future awards from the LTIP and our outstanding 2025-2027 LTIP award that contained FedEx Corp. Other Compensation Policies Ownership and Retention Policy The Committee believes the Named Executive Officers should maintain meaningful equity holdings in the Company to align their interests with those of the Company’s other stockholders. The Board adopted a Stock Ownership Policy that requires Named Executive Officers to own stock with a value equal to or greater than a multiple of their base salary, as shown in the table below.

  137. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | Position Title | Stock Ownership Multiple | | ArcBest Chairman and Chief Executive Officer | 5 x base salary | | Other Named Executive Officers | 3 x base salary |

  138. LONG-TERM EQUITY INCENTIVE COMPENSATION

    Participants are prohibited from selling any Company stock (except to pay the taxes generated by an equity grant vesting) until the ownership requirement is attained. Stock owned in a Company-sponsored retirement plan, RSUs, and stock owned outright all count toward the ownership requirement. Vested or unvested stock options or stock appreciation rights, unearned performance shares, and shares beneficially owned by the family members of the Named Executive Officers do not count toward the ownership requirement. The Committee reviews ownership levels annually. As of the most recent review in April 2025, all Named Executive Officers have met or exceeded their ownership multiple requirement, except for Mr. Beasley who became Chief Financial Officer in 2023 and must retain shares in accordance with the Stock Ownership Policy until he satisfies the stock ownership requirement. The Nominating/Corporate Governance Committee administers the Stock Ownership Policy and considers changes related to employees as recommended by the Committee. The Nominating/Corporate Governance Committee reserves the right to amend or terminate this policy at any time or waive the restrictions for any individual in its sole discretion. Pursuant to the Ownership Incentive Plan, any shares issued in the future upon exercise of a stock option or stock appreciation right (should any be granted under the plan) may not be sold before the earlier of (i) twelve months following the date of exercise and (ii) the date of termination of the applicable employee’s employment. Equity Award Practices and Timing The Company’s policy for granting equity awards states:

  139. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | the Compensation Committee is responsible for granting equity-based compensation for employees; |

  140. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | the Compensation Committee establishes a fixed dollar value for each grant recipient; |

  141. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | the award dates for each grant are five business days following the Company’s applicable quarterly earnings release, unless a different date is approved by the Board; |

  142. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | the number of shares/units awarded will be based on the fixed dollar value established by the Compensation Committee divided by the closing price of the Company’s Common Stock on the specified award date and rounded to the nearest multiple of 25 shares, unless otherwise approved by the Board; and |

  143. LONG-TERM EQUITY INCENTIVE COMPENSATION

    | ■ | any award that does not conform to these policy requirements must be approved by the Board. |

  144. LONG-TERM EQUITY INCENTIVE COMPENSATION

    It is the Compensation Committee’s general practice to review and approve annual equity grants to eligible employees (including the executive officers) on a pre-determined schedule at its regularly scheduled meeting in the second quarter of each year, which typically occurs in April. At such meeting, the Compensation Committee approves a fixed-dollar value for each equity grant, and the grant date of the approved awards occurs on the fifth business day following the release of the quarterly earnings that occurs after the Compensation Committee’s approval (unless a different date is approved by the Board). The Compensation Committee does not time the granting of equity awards (including stock option awards) in relation to the release of, or otherwise take into account, material nonpublic information when determining the timing or terms of our equity awards. Instead, the timing of equity awards follows the regular annual compensation cycle in accordance with Company’s policy for granting equity awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During the last completed fiscal year, the Company did not grant stock options to any Named Executive Officer.

  145. Post-Employment Supplemental Medical Policy (“Executive Medical Policy”)

    Post-Employment Supplemental Medical Policy (“Executive Medical Policy”) Certain corporate officers and certain other subsidiary officers, including certain of the Named Executive Officers, and their eligible dependents have lifetime health coverage under the Company’s Executive Medical Policy following their termination of employment after age 55 with 10 years of service. The health coverage is provided through a fully insured third party-provided health plan. Eligible retired officers from age 55 to 60 pay a premium to the Company, equivalent to the then-current COBRA rate applicable to qualifying former employees. From age 60 to 65, a retired officer is required to reimburse the Company an amount equivalent to $250 per individual covered per month, up to a maximum of $500 per month. For retired officers age 65 and over, reduced premiums are charged by the Company for continued retiree coverage. New participants have not been added to the plan since 2017, when it was closed to new participants. All of our current Named Executive Officers, other than Mr. Beasley, are eligible participants. The Executive Medical Policy provides that coverage will be forfeited if the officer becomes an employee, consultant or director of, or has an ownership interest in, any competitor of the Company.

  146. PERQUISITES

    PERQUISITES Perquisites provided by the Company are generally limited to situations where there is some related business benefit to the Company, such as personal travel cost associated with spousal attendance at Company or industry events. See the “Summary Compensation Table” for a listing of the reportable perquisites for the Named Executive Officers. Employment Agreements and Change in Control Provisions None of our Named Executive Officers is party to an employment agreement with the Company. However, the Named Executive Officers do participate in the Amended and Restated 2012 Change in Control Plan (as amended from time to time, the “Change in Control Plan”) for certain senior officers of the Company. The Committee believes this plan serves the best interests of our stockholders since it is designed to help retain executives during uncertain times leading up to and immediately following a change in control. By providing fair compensation in the event of termination following a change in control, the Change in Control Plan is designed to allow the executives to reasonably evaluate potential actions without concern over how it may impact them financially. The benefits under the Change in Control Plan are intended to provide the officer participants with a reasonable severance package that is based on the value the officers have created and is realized by the Company’s stockholders in the event of a change in control. The Company does not gross up for taxes a Named Executive Officer may owe on change in control benefits, including any excise taxes under Internal Revenue Code (“IRC”) Section 4999. Under the terms of the Change in Control Plan, a best-net calculation will be performed to determine whether change in control benefits due to the Named Executive Officers should be reduced (so no excise tax will be imposed) or should be paid in full (with any resulting excise taxes to be paid in full by the Named Executive Officer). See “Potential Payments upon Termination or Change in Control” for additional information regarding the provisions of the Change in Control Plan. Tax Considerations Deductibility of Executive Compensation Section 162(m) of the IRC limits the tax deductibility of annual compensation paid to certain executives to $1 million. As a result, the Company will not receive a federal income tax deduction for any compensation paid to its Named Executive Officers in excess of $1 million except to the extent awards, if any, are “grandfathered” under applicable exceptions. The Committee believes that stockholder interests are best served by not restricting its flexibility in structuring compensation programs, even if those programs result in non-deductible compensation expenses. IRC Section 280G applies to payments made to executives of a company in connection with a change in control and prohibits the deduction of any “excess parachute payment.” Benefits payable under the Change in Control Plan, as well as accelerated vesting of equity awards and annual and long-term cash incentives, could result in “excess parachute payments” that are not deductible by the Company. For more information regarding amounts payable and benefits available upon the occurrence of certain changes in control, see “Potential Payments upon Termination or Change in Control.” Non-Qualified Deferred Compensation The Company designs and operates its nonqualified deferred compensation arrangements in a manner that is intended to be exempt or compliant with Section 409A of the IRC and the final regulations issued thereunder. Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the Board that it be included in the Company’s 2025 Annual Report and the Company’s 2026 Proxy Statement.

  147. PERQUISITES

    | Committee Members | | Salvatore A. Abbate, Chair Eduardo F. Conrado Michael P. Hogan Chris T. Sultemeier |

  148. PERQUISITES

    Compensation Committee Interlocks and Insider Participation None of the Compensation Committee members is an officer or employee or former officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors of any other entity, or the compensation committee of any other entity, that has one or more executive officers serving as a member of the Company’s Board or Compensation Committee. Ms. McElligott and Messrs. Abbate, Conrado, Hogan, and Sultemeier served on the Compensation Committee in 2025. Summary Compensation Table The following table sets forth compensation paid for the years indicated for our 2025 Named Executive Officers.

  149. PERQUISITES

    | | | | | | Change in Pension | | | | | | | | | Value and Non- | | | | | | | | Non-Equity | Qualified Deferred | | | | | | | Stock | Incentive Plan | Compensation | All Other | | | Name and | | Salary | Awards | Compensation | Earnings | Compensation | Total | | Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Judy R. McReynolds | 2025 | $959,445 | $1,172,190 | $776,875 | $10,634 | $579,864 | $3,499,008 | | ArcBest Chairman | 2024 | 927,000 | 989,748 | 2,496,803 | 10,032 | 72,115 | 4,495,698 | | and Former CEO | 2023 | 900,000 | 1,227,732 | 4,111,225 | 9,464 | 66,687 | 6,315,108 | | Seth K. Runser | 2025 | 575,000 | 390,254 | 201,988 | — | 67,161 | 1,234,403 | | ArcBest President | 2024 | 526,535 | 269,142 | 696,288 | — | 24,333 | 1,516,298 | | and CEO | 2023 | 475,000 | 319,902 | 1,204,797 | — | 28,060 | 2,027,759 | | J. Matthew Beasley | 2025 | 513,500 | 265,887 | 55,935 | — | 21,000 | 856,322 | | ArcBest CFO | 2024 | 463,500 | 237,308 | 251,837 | — | 20,700 | 973,345 | | | 2023 | 395,926 | 293,964 | 374,125 | — | 23,100 | 1,087,115 | | Dennis L. Anderson II | 2025 | 438,000 | 214,425 | 170,913 | — | 21,180 | 844,518 | | ArcBest CIO | 2024 | 430,301 | 176,534 | 560,642 | — | 26,539 | 1,194,016 | | | 2023 | 430,301 | 268,026 | 1,142,705 | — | 28,218 | 1,869,250 | | Michael R. Johns | 2025 | 454,230 | 211,566 | 152,268 | — | 474,371 | 1,292,435 | | Former ArcBest CLO | — | — | — | — | — | — | — | | & Corporate Secretary | — | — | — | — | — | — | — |

  150. PERQUISITES

    | (1) The amounts reflect the aggregate grant date fair value of RSU awards granted to the Named Executive Officers on May 6, 2025, under the Ownership Incentive Plan, computed using the grant date fair value ($57.18 per share), in accordance with FASB ASC Topic 718, determined without regard to estimated forfeitures and adjusted for present value of dividends (to reflect that dividend equivalents are not paid with respect to employee RSU awards). The actual value realized by the officer as a result of these awards will vary based on a number of factors, including the Company’s performance, stock price fluctuations and applicable vesting. No dividends or dividend equivalents are paid to Named Executive Officers on RSUs. See Note K to the consolidated financial statements in the Company’s 2025 Annual Report for additional detail regarding share-based compensation. |

  151. PERQUISITES

    | (2) Reflects cash compensation earned during 2025 from the annual incentive plan (“2025 AIP”), and cash compensation earned from the 2023-2025 cash long-term incentive plan (“2023-2025 C-LTIP”), each of which were paid in January 2026, as shown in the table below. AIP and C-LTIP awards earned are generally paid as soon as administratively practicable following the date the awards are calculated and approved, but no later than 75 days after the end of the measurement period to which the performance goals relate. See the “2025 Grants of Plan-Based Awards” table and the CD&A for additional information on the 2025 AIP and the 2023-2025 C-LTIP. |

  152. PERQUISITES

    | | McReynolds | Runser | Beasley | Anderson | Johns | | 2025 AIP | $— | $— | $— | $— | $— | | 2023-2025 C-LTIP | 776,875 | 201,988 | 55,935 | 170,913 | 152,268 | | Total | $776,875 | $201,988 | $55,935 | $170,913 | $152,268 |

  153. PERQUISITES

    | (3) Reflects the increase in actuarial present value during 2025 of each Named Executive Officer’s accumulated benefit under the Company’s legacy SBP and DSAs. The values reported are determined using the same assumptions as used by the Company for financial reporting purposes for the Company’s SBP and DSAs, except the payment date is assumed to be age 60 for the SBP rather than age 65. See “2025 Pension Benefits” for additional information on these plans. The 2025 change in actuarial present value by plan is as follows: |

  154. PERQUISITES

    | | McReynolds | Runser | Beasley | Anderson | Johns | | Supplemental Benefit Plan | $— | $— | $— | $— | $— | | Deferred Salary Agreement | 10,634 | — | — | — | — | | Total Increase | $10,634 | $— | $— | $— | $— |

  155. PERQUISITES

    Earnings with respect to outstanding vested RSUs are not above market and are not included in this column. See “2025 Non-Qualified Deferred Compensation” for additional information on outstanding vested RSUs.

  156. PERQUISITES

    | (4) All Other Compensation for 2025 consists of the following: |

  157. PERQUISITES

    | | McReynolds | Runser | Beasley | Anderson | Johns | | 401(k) Company Match | $10,500 | $10,500 | $10,500 | $10,500 | $10,500 | | DC Contribution | 10,500 | 10,500 | 10,500 | 10,500 | 10,500 | | 24-Hour Accidental Death Premiums(i) | 180 | — | — | 180 | 180 | | Perquisites(ii) | 40,579 | 41,539 | — | — | — | | Gross-Ups(iii) | 15,638 | 4,622 | — | — | 270 | | Vesting of RSUs Upon Retirement(iv) | — | — | — | — | 426,667 | | Retirement Gift and Legacy Contribution(v) | 502,467 | — | — | — | 26,254 | | Total Other Compensation | $579,864 | $67,161 | $21,000 | $21,180 | $474,371 |

  158. PERQUISITES

    | (i) The 24-hour accidental death benefit was closed to new participants before Messrs. Runser and Beasley were promoted to eligible roles; therefore, they do not receive this benefit. |

  159. PERQUISITES

    | (ii) The perquisites value for Ms. McReynolds and Mr. Runser include expenses for spousal travel to Company or industry events (including accommodations, transportation, and other travel-related items) and any related Company lost tax deduction resulting from the spouse accompanying the Named Executive Officer on a Company airplane for such events. Ms. McReynolds’ and Mr. Runser’s perquisite values also include limited personal use of Company aircraft. |

  160. PERQUISITES

    Executive officers’ spouses are permitted to occasionally accompany them on business trips, including use of Company aircraft, when appropriate for business purposes or when space is available. Executive officers are also permitted limited use of Company aircraft for personal, non-entertainment purposes. The aggregate incremental costs, including tax effect, associated with Ms. McReynolds’ personal and spousal travel on Company aircraft in 2025 were $31,760. The aggregate incremental costs, including tax effect, associated with Mr. Runser’s personal and spousal travel on Company aircraft in 2025 were $34,901. The Company determines the aggregate incremental cost of personal and spousal use of Company aircraft using variable aircraft operating costs and total flight hours, plus the resulting lost tax deduction, if any, based on the Company’s incremental effective income tax rate. No other Named Executive Officer received perquisites in excess of $10,000 during 2025, and therefore no value is reported.

  161. PERQUISITES

    | (iii) | Tax gross-ups for Ms. McReynolds and Messrs. Runser and Johns are for gifts related to the Company’s annual President’s Club event, conference fees and expenses for a spouse accompanying the officer, personal travel on a Company airplane for non-entertainment purposes, spousal travel on a Company airplane to a Company or industry event, apparel items in connection with industry events, and the face value of electronics retained after retirement. |

  162. PERQUISITES

    (iv) In accordance with the applicable grant agreements, because Mr. Johns was above the age of 65 at his retirement, his RSUs outstanding at December 31, 2025 became vested. The value included above is based on the closing market price of the Common Stock of $74.19 on December 31, 2025. Mr. Johns will receive shares as a result of settlement of his vested RSUs, represented in the amount reported in this row, following the six-month waiting period required under Section 409A of the IRC.

  163. PERQUISITES

    | (v) Ms. McReynolds received a retirement gift of $2,467, and a legacy contribution of $500,000 was made by the Company to the U.S. Marshals Museum Foundation in honor of her years of service to the Company. Mr. Johns received a retirement gift of $1,254, and a legacy contribution of $25,000 was made by the Company to The Sack Lunch Program in honor of his years of service to the Company. |

  164. PERQUISITES

    2025 Grants of Plan-Based Awards The following table provides information related to non-equity and equity-based awards made to the Named Executive Officers for 2025.

  165. PERQUISITES

    | | | | | | | | All Other Stock Awards | | | | | | | | | | Number of | | | | | | | Estimated Future Payouts Under Non-Equity | | | Shares of | Grant Date | | | | | | Incentive Plan Awards(2,3) | | | Stock or | Fair Value of | | | Award | Approval | Grant | Threshold | Target | Maximum | Units | Stock | | Name | Type(1) | Date(2,3,4) | Date | ($) | ($) | ($) | (#) | Awards ($)(4) | | Judy R. McReynolds | AIP | 2/20/2025 | 2/20/2025 | $575,667 | $1,151,334 | $2,878,336 | | | | | C-LTIP | 2/20/2025 | 2/20/2025 | 720,000 | 1,800,000 | 4,500,000 | | | | | RSU | 4/24/2025 | 5/6/2025 | | | | 20,500 | $1,172,190 | | Seth K. Runser | AIP | 2/20/2025 | 2/20/2025 | 230,000 | 460,000 | 1,150,000 | | | | | C-LTIP | 2/20/2025 | 2/20/2025 | 240,000 | 600,000 | 1,500,000 | | | | | RSU | 4/24/2025 | 5/6/2025 | | | | 6,825 | 390,254 | | J. Matthew Beasley | AIP | 2/20/2025 | 2/20/2025 | 192,563 | 385,125 | 962,813 | | | | | C-LTIP | 2/20/2025 | 2/20/2025 | 163,200 | 408,000 | 1,020,000 | | | | | RSU | 4/24/2025 | 5/6/2025 | | | | 4,650 | 265,887 | | Dennis L. Anderson II | AIP | 2/20/2025 | 2/20/2025 | 142,350 | 284,700 | 711,750 | | | | | C-LTIP | 2/20/2025 | 2/20/2025 | 132,000 | 330,000 | 825,000 | | | | | RSU | 4/24/2025 | 5/6/2025 | | | | 3,750 | 214,425 | | Michael R. Johns | AIP | 2/20/2025 | 2/20/2025 | 147,625 | 295,250 | 738,124 | | | | | C-LTIP | 2/20/2025 | 2/20/2025 | 129,600 | 324,000 | 810,000 | | | | | RSU | 4/24/2025 | 5/6/2025 | | | | 3,700 | 211,566 |

  166. PERQUISITES

    | (1) Award Types: |

  167. PERQUISITES

    AIP = annual incentive compensation under the ArcBest Corporation Executive Incentive Compensation Plan RSU = restricted stock units granted under the Ownership Incentive Plan C-LTIP = three-year cash long-term incentive compensation plan (2025-2027 performance period)

  168. PERQUISITES

    | (2) The performance criteria for the 2025 AIP award were approved by the Committee on February 20, 2025. Amounts shown in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column with respect to the 2025 AIP award represent the threshold, target and maximum payment levels of the 2025 AIP. The target amount reflected is calculated based on base salary earned in 2025. Awards under the annual incentive plan are described in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Annual Cash Incentive Compensation.” The actual amount of the AIP award paid for 2025 performance with respect to each Named Executive Officer is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” |

  169. PERQUISITES

    | (3) The performance criteria for the 2025-2027 C-LTIP award were approved by the Committee on February 20, 2025. Amounts shown in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent the threshold, target and maximum payment levels with respect to C-LTIP awards granted in 2025. Awards under the cash long-term incentive compensation plan are described in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation.” |

  170. PERQUISITES

    | (4) The RSU award was approved by the Committee on April 24, 2025. As provided in the equity award policy, the grant date for the award was five business days following the first quarter’s earnings release. The value shown reflects the grant date fair value ($57.18 per share) of RSU awards made under the Ownership Incentive Plan on May 6, 2025, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures and adjusted for present value of dividends (which are not payable with respect to RSUs granted to Named Executive Officers). The 2025 RSUs are subject to three-year ratable vesting, with one-third of the awards vesting on each of the first, second and third anniversaries of the grant date, subject to early vesting if the participant experiences a qualifying termination from employment with the Company. The 2025 RSUs are described in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation.” |

  171. PERQUISITES

    Outstanding Equity Awards at 2025 Year-End The following table provides information related to any equity-based awards outstanding for the Named Executive Officers, as of December 31, 2025:

  172. PERQUISITES

    | Stock Awards | | | | | | | Number of Shares or Units of | Market Value of Shares or Units of | | | | Stock that | Stock that | | | | Have Not Vested | Have Not Vested | | Name | Grant Date | (#) | ($)(1) | | Judy R. McReynolds(2) | — | — | — | | Seth K. Runser | 05/05/2023(3) | 1,234 | $91,550 | | | 05/07/2024(4) | 1,550 | 114,995 | | | 05/06/2025(5) | 6,825 | 506,347 | | J. Matthew Beasley | 05/05/2023(3) | 1,134 | $84,131 | | | 05/07/2024(4) | 1,367 | 101,418 | | | 05/06/2025(5) | 4,650 | 344,984 | | Dennis L. Anderson II | 05/05/2023(3) | 1,034 | $76,712 | | | 05/07/2024(4) | 1,017 | 75,451 | | | 05/06/2025(5) | 3,750 | 278,213 | | Michael R. Johns(6) | — | — | — |

  173. PERQUISITES

    | (1) Reflects the value of unvested RSUs as of December 31, 2025, awarded under the Ownership Incentive Plan, as amended and restated, based on the closing market price of the Common Stock of $74.19 on December 31, 2025. |

  174. PERQUISITES

    | (2) Ms. McReynolds retired from the Company effective December 31, 2025. In accordance with the applicable grant agreements, because she was below the age of 65 at her retirement, her RSUs outstanding at December 31, 2025 were forfeited. See “2025 Option Exercises and Stock Vested” for information on the RSUs that vested in 2025. |

  175. PERQUISITES

    | (3) These RSU awards vest in three equal installments. The first and second installments vested and settled on May 5, 2024 and May 5, 2025, respectively, and the final installment will fully vest on May 5, 2026. |

  176. PERQUISITES

    | (4) These RSU awards vest in three equal installments. The first installment vested and settled on May 7, 2025 and the remaining two installments will fully vest on May 7, 2026 and May 7, 2027. |

  177. PERQUISITES

    | (5) These RSU awards vest in three equal installments on May 6, 2026, May 6, 2027, and May 6, 2028. |

  178. PERQUISITES

    | (6) Mr. Johns retired from the Company effective December 31, 2025. In accordance with the applicable grant agreements, because he was above the age of 65 at his retirement, his RSUs outstanding at December 31, 2025 became vested. The value of vested but not issued RSUs is reported in the “2025 Non-Qualified Deferred Compensation” table. |

  179. PERQUISITES

    2025 Option Exercises and Stock Vested The following table provides information related to RSUs that vested during 2025 for the Named Executive Officers. None of our Named Executive Officers held stock option awards during 2025.

  180. PERQUISITES

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting | on Vesting | | Name | (#)(1,2) | ($)(3) | | Judy R. McReynolds | 12,817 | $762,873 | | Seth K. Runser | 3,375 | 200,859 | | J. Matthew Beasley | 2,183 | 130,801 | | Dennis L. Anderson II | 2,675 | 159,292 | | Michael R. Johns | 8,209 | 573,033 |

  181. PERQUISITES

    | (1) The 2022 RSU awards fully vested and settled on May 6, 2025. One-third of the 2023 and 2024 RSU awards vested and settled on May 5, 2025 and May 7, 2025, respectively. All of the shares issued for the 2022 RSU awards at final vesting and the pro-rata shares issued for the 2023 and 2024 RSU awards are free of vesting and ownership restrictions. All shares owned by executive officers are subject to company-imposed restrictions that limit trading during periods when officers have material nonpublic information as well as the Company’s policy related to minimum stock ownership for executive officers, as discussed in the CD&A. |

  182. PERQUISITES

    | (2) Value realized on RSU vesting is equal to the closing market price of the Common Stock on the date of vesting multiplied by the number of shares that vest on that date. |

  183. PERQUISITES

    | (3) Mr. Johns retired from the Company effective December 31, 2025. In accordance with the applicable grant agreements, because he was above the age of 65 at his retirement, his RSUs outstanding at December 31, 2025 became vested. Mr. Johns must wait six months after his retirement due to Section 409A of the IRC before those shares will be issued to him without restrictions. The value of vested but not issued RSUs is reported in the “2025 Non-Qualified Deferred Compensation” table. |

  184. PERQUISITES

    2025 Equity Compensation Plan Information The following table sets forth information as of December 31, 2025, with respect to the Company’s compensation plans under which equity securities of the Company are authorized for issuance:

  185. PERQUISITES

    | | | | Number of Securities | | | | | Remaining Available for | | | Number of Securities to | Weighted-Average | Future Issuance Under | | | be Issued Upon Exercise | Exercise Price of | Equity Compensation | | | of Outstanding Options, | Outstanding Options, | Plans (Excluding | | | Warrants and | Warrants and | Securities Reflected in | | | Rights | Rights | Column (a)) | | Plan Category | (a) | (b) | (c) | | Equity Compensation Plans Approved by Security Holders | 299,837(1) | — | 1,369,763 | | Equity Compensation Plans Not Approved By Security Holders | — | — | — | | Total | 299,837 | — | 1,369,763 |

  186. PERQUISITES

    | (1) This amount reflects outstanding RSU awards under the Ownership Incentive Plan, which provides for the award of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs and performance award units. The Ownership Incentive Plan does not permit reload options. Pursuant to the Second Amendment to the Ownership Incentive Plan, approved by the Company’s stockholders on April 29, 2021, the aggregate number of shares that have been reserved for issuance pursuant to awards under the Ownership Incentive Plan is 4,874,500. No options have been granted under the Ownership Incentive Plan. The Compensation Committee administers the Ownership Incentive Plan. |

  187. PERQUISITES

    2025 Pension Benefits The following table illustrates the present value of the accumulated benefit as of December 31, 2025, under the SBP and DSA for the Named Executive Officers.

  188. PERQUISITES

    | | | Number of Years | Present Value of | Payments During | | | | Credited Service | Accumulated Benefit | Last Fiscal Year | | Name | Plan Name | (#) | ($)(3) | ($) | | Judy R. McReynolds(1) | Supplemental Benefit Plan (SBP) | 10.7 | $306,436 | 118,034 | | | Deferred Salary Agreement (DSA) | 10.7 | 187,870 | — | | Seth K. Runser(2) | | — | — | — | | J. Matthew Beasley(2) | | — | — | — | | Dennis L. Anderson II(2) | | — | — | — | | Michael R. Johns(2) | | — | — | — |

  189. PERQUISITES

    | (1) Ms. McReynolds elected to cease participation in the SBP and DSA, and the benefits were frozen effective January 31, 2008. Number of Years of Credited Service for the SBP and DSA was frozen based on her service as of the January 31, 2008 freeze date. Upon Ms. McReynolds’ retirement in December, she received payment of her benefit earned prior to Section 409A of the IRC went into effect and the balance will be paid in accordance with the six-month delay required by Section 409A of the IRC. |

  190. PERQUISITES

    | (2) Messrs. Runser, Beasley, Anderson and Johns were promoted to eligible roles after the SBP and DSA were closed to new entrants and therefore are not eligible to participate in the SBP or DSA. |

  191. PERQUISITES

    | (3) The actuarial present value of the accumulated benefits disclosed above is determined using the same assumptions as used by the Company for financial reporting purposes except the payment date is assumed to be age 60 for the SBP rather than age 65. The frozen DSA benefit was calculated under the plan provisions with a reduction for early retirement as of the date the benefit was frozen, with the DSA benefit equal to 35% of the participant’s monthly base salary in effect as of the date the benefit was frozen. The benefit is paid monthly for 120 months. An interest rate of 6% was used to calculate the present value of the frozen benefit as of January 31, 2008. Benefit payments commence in the month following termination, except to the extent a portion of the benefit must be delayed for six months as required by Section 409A of the IRC. DSA benefits are paid from the general assets of the Company. The earliest date a benefit can be paid with no benefit reduction under the SBP is age 60. The payment date is assumed to be age 65 for the DSA, which is the earliest date a benefit can be paid with no benefit reduction. |

  192. PERQUISITES

    Supplemental Benefit Plan (frozen) The SBP supplements benefits under the Company’s legacy non-contractual defined benefit pension plan (“Pension Plan”), which was terminated effective December 31, 2017, and fully liquidated as of December 31, 2019. The SBP was designed to replace benefit reductions (i) from various IRC limits and (ii) from reductions in the rate of benefit accruals from the Company’s 1985 pension formula. The SBP takes into account all eligible earnings under the Pension Plan without regard to IRC limitations. Participation in the SBP was generally limited to officers of the Company or ABF Freight, including Ms. McReynolds. No new participants were permitted in the SBP after December 2005, and caps have been placed on the maximum benefits payable. Benefit accruals in the SBP were frozen for all remaining participants effective December 31, 2009. Benefits under the SBP were calculated as an annuity and then converted to a lump sum. The Pension Plan benefit was then subtracted from the resulting lump sum to determine the SBP benefit. The annuity formula for the ArcBest Supplemental Benefit Plan is: 1.0% x $400 x years of service + 2.0% x (FAP–$400) x years of service Early retirement eligible participants (age 55 with 10 years of service) are subject to a benefit reduction of 6% per year for each year he or she retires prior to age 60. Upon termination of employment, benefits are paid in a lump sum as soon as administratively feasible. Certain benefits must be delayed for six months for key employees as required by Section 409A of the IRC. Benefits are paid from the general assets of the Company. Deferred Salary Agreements (frozen) The Company has unfunded, noncontributory DSAs with certain of their officers, including Ms. McReynolds. No DSA has been entered into since December 2005, and the Company does not intend to enter into these agreements in the future. For the existing DSAs, upon normal retirement (age 65), death or disability as defined in “Potential Payments upon Termination or Change in Control,” the DSA benefit is equal to 35% of the participant’s final monthly base salary paid monthly for 120 months. Upon termination of employment prior to age 65, the monthly benefit is equal to the participant’s years of service (with a maximum of 25 years) times 3% times 35% of the participant’s final monthly base salary. Benefit payments commence in the month following termination, except to the extent a portion of the benefit must be delayed for six months for key employees as required by Section 409A of the IRC. DSA benefits are paid from the general assets of the Company. The DSAs provide that in the event of a change in control of the Company, as defined in “Potential Payments upon Termination or Change in Control,” followed by the officer’s termination within 36 months for pre-2005 deferred salary accruals or within 24 months for post-2004 deferred salary accruals, all benefits become 100% vested. The DSA benefit will be paid as a lump sum within fifteen days, with the 120 monthly installments discounted at 6.22% as provided in the DSA, except where payment must be delayed for six months for key employees as required by Section 409A of the IRC. DSA benefits will be reduced to the extent required to avoid being classified as excess parachute payments under Section 280G of the IRC. Other than during a 36-month period following a change in control of the Company for benefits accrued and vested prior to 2005 or during a 24-month period following a change in control of the Company for benefits accrued and vested after 2004, any unpaid DSA benefit is subject to forfeiture if the participant is discharged for wrongful conduct injurious to the Company, or if, following the date of termination, the participant discloses confidential information relating to the Company to unauthorized persons or becomes employed or renders services to a competitor of the Company. 2025 Non-Qualified Deferred Compensation The following table shows the Named Executive Officers’ deferred compensation activity during 2025 with respect to outstanding vested RSUs.

  193. PERQUISITES

    | | Executive | Registrant | Aggregate | | | | | Contributions | Contributions | Earnings in | Aggregate | Aggregate | | | in Last | in Last | Last Fiscal | Withdrawals/ | Balance at Last | | | Fiscal Year | Fiscal Year | Year | Distributions | Fiscal Year End | | Name | ($) | ($) | ($) | ($) | ($)(1) | | Judy R. McReynolds | $— | $— | $— | $— | $— | | Seth K. Runser | — | — | — | — | — | | J. Matthew Beasley | — | — | — | — | — | | Dennis L. Anderson II | — | — | — | — | — | | Michael R. Johns | — | — | — | — | 426,667 |

  194. PERQUISITES

    | (1) Includes the value associated with 5,751 vested RSUs for Mr. Johns. The value is based on the closing market price of the Common Stock of $74.19 on December 31, 2025. As a result of his retirement on December 31, 2025, Mr. Johns will receive shares as a result of settlement of his vested RSUs, represented in the amount reported in this column, following the six-month waiting period required under Section 409A of the IRC. |

  195. PERQUISITES

    Potential Payments upon Termination or Change in Control The Company does not have any employment contracts or severance arrangements with any Named Executive Officer that provide for payments in connection with a termination of employment or a change in control, other than the applicable termination provisions contained within the various arrangements discussed elsewhere in this Proxy Statement. The termination and change in control provisions existing as of December 31, 2025, are described below and quantified in the table on page 69. All payments are assumed to be made in accordance with the six-month delay for key employees as required by Section 409A of the IRC, where applicable. Potential Payments upon Termination When a Named Executive Officer’s employment with the Company terminates, the officer is entitled to receive compensation and other benefits earned during the term of his or her employment (subject to the clawback policy), including the following:

  196. PERQUISITES

    | ■ | Accrued vacation; |

  197. PERQUISITES

    | ■ | DSA benefit earned as of the DSA freeze date, paid monthly over 120 months (see the “2025 Pension Benefits” table for present value as of December 31, 2025, and more information regarding DSAs); and |

  198. PERQUISITES

    | ■ | SBP benefit earned as of the SBP freeze date, distributed as a lump sum (see “2025 Pension Benefits” table for values). |

  199. PERQUISITES

    | (9) Totals represent aggregate amounts reflected in the table payable upon each termination or change in control event as indicated above. These totals do not include benefits that are currently vested and payable under the DSA or SBP (each reported in “2025 Pension Benefits”), except to the extent a change in control or other triggering event creates an additional benefit above what was reported in either table. |

  200. PERQUISITES

    | (iv) Reflects the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the covered years. |

  201. Board of Directors

    Board of Directors