ARCB

​ General ​ ArcBest Corporation™ (together with its subsidiaries, the “Company,” “ArcBest®,” “we,” “us,” and “our”) is a multibillion-dollar integrated logistics company that leverages technology and a full suite of shipping and logistics solutions across multiple modes of transportation to meet customers’ supply chain needs. Our operations are conducted through two reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”), and Asset-Light, which includes MoLo Solutions, LLC (“MoLo”), Panther Premium Logistics®, and certain other subsidiaries. References to the Company, including “we,” “us,” and “our,” in this Quarterly Report on Form 10-Q, are primarily to the Company and its subsidiaries on a consolidated basis. ​ Restructuring Plan In July 2026, the Company announced a restructuring plan designed to realign our operating structure, reduce costs and simplify brand architecture through a series of organizational changes designed to create a more seamless customer experience and position the Company for long-term growth and profitability. Effective August 1, 2026, the MoLo® Panther® brands and certain other subsidiaries will operate under the ArcBest® brand. The series of organizational changes included the discontinuation of Vaux Freight Movement System, as the Company focuses Vaux operations on the Vaux Smart Autonomy product offering. During the second quarter of 2026, the Company recorded asset impairment charges of $25.7 million to write off the remaining carrying value of the indefinite-lived Panther trade name and $50.8 million in asset impairment charges related to the discontinuation of the Vaux Freight Movement System. ​ These actions also include a reduction of approximately 2% of total positions through workforce reductions and the elimination of certain open positions, as well as the proposed closure of ten ABF Freight service centers, which represent approximately 1% of our network doors. The consolidation of service centers constitutes a change of operations under our collective bargaining agreement (the “2023 ABF NMFA”) with the International Brotherhood of Teamsters (the “IBT”) and closure is subject to approval by the joint union-management Change of Operations Committee pursuant to the terms of the 2023 ABF NMFA. The Company evaluated the remaining restructuring actions for impairment and does not currently expect additional material impairment charges related to the restructuring plan. During the second quarter of 2026, the Company recorded $2.2 million of restructuring charges for severance and related costs included in operating expenses. The Company currently expects to record approximately $4.0 million of additional restructuring charges during the third quarter related to this restructuring plan. We expect these measures to improve operational efficiency and generate approximately $40.0 million in annualized run-rate cost savings while maintaining ArcBest’s commitment to premium service. ​ The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance, including the principal factors affecting our results of operations, liquidity and capital resources, and critical accounting policies. This discussion should be read in conjunction with the accompanying quarterly unaudited consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025. Our 2025 Annual Report on Form 10-K includes additional information about significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties to which our financial and operating results are subject. ​ 22 Table of Contents Results of Operations ​ Consolidated Results ​ The following table reflects the Company’s consolidated results, including segment revenues and operating income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30 ​ June 30 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands, except per share data) REVENUES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Based ​ $ 783,671 ​ $ 713,312 ​ $ 1,438,678 ​ $ 1,359,606 ​ Asset-Light ​ 438,705 ​ 341,922 ​ 816,451 ​ 697,934 ​ Other and eliminations ​ (37,843) ​ (32,978) ​ (71,810) ​ (68,207) ​ Total consolidated revenues ​ $ 1,184,533 ​ $ 1,022,256 ​ $ 2,183,319 ​ $ 1,989,333 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Based ​ $ 74,252 ​ $ 51,029 ​ $ 91,729 ​ $ 77,446 ​ Asset-Light ​ (31,348) ​ 591 ​ (31,117) ​ (3,789) ​ Other and eliminations ​ (63,527) ​ (14,311) ​ (77,805) ​ (29,718) ​ Total consolidated operating income (loss) ​ $ (20,623) ​ $ 37,309 ​ $ (17,193) ​ $ 43,939 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME (LOSS) ​ $ (13,824) ​ $ 25,809 ​ $ (14,861) ​ $ 28,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DILUTED EARNINGS PER COMMON SHARE ​ $ (0.62) ​ $ 1.12 ​ $ (0.67) ​ $ 1.25 ​ ​ Our consolidated revenues increased 15.9% for the three months ended June 30, 2026 and 9.8% for the six months ended June 30, 2026, compared to the same prior-year periods. The revenue increase is primarily attributable to higher fuel prices, improved market rates, and for our Asset-Light segment, higher shipment levels. Consolidated revenues for the three months ended June 30, 2026 were positively impacted by increases in Asset-Light revenues of 28.3% and Asset-Based revenues of 9.9%, compared to the same period of 2025. For the six months ended June 30, 2026, Asset-Light revenues increased 17.0% while Asset-Based revenues increased 5.8%, compared to the corresponding prior-year periods. Asset-Based billed revenue per day increased 9.3% for the three months ended June 30, 2026 and 6.1% for the six months ended June 30, 2026, primarily due to increases in billed revenue per hundredweight, including fuel surcharges, and weight per shipment in both periods of 2026 when compared to the same periods of 2025. The elimination of intersegment revenues reported in the “Other and eliminations” line of consolidated revenues increased 15.6% for the three-month period ended June 30, 2026 and 5.8% for the six-month period ended June 30, 2026, compared to the same periods of 2025, reflecting year-over-year changes in intersegment business levels among operating segments. ​ Asset-Based tonnage per day increased for the three and six months ended June 30, 2026, compared to the same periods of 2025, supported by higher weight per shipment. This tonnage growth occurred despite lower daily shipment volumes and ongoing uncertainty associated with geopolitical conflicts and tariff volatility. Billed revenue per hundredweight, including fuel surcharges, increased 4.2% for the three months ended June 30, 2026 and 0.3% for the six months ended June 30, 2026, compared to the same prior year periods. These increases were primarily driven by higher fuel surcharge revenue resulting from increased fuel prices during the three- and six-month periods ended June 30, 2026, partially offset by a shift in freight profile toward heavier shipments, which generally reduces billed revenue per hundredweight. ​ Higher shipment volumes and an increase in average revenue per shipment in our Asset-Light segment for the three and six months ended June 30, 2026, compared to the same prior-year periods, contributed to increased segment revenues. Improved rates associated with tightening capacity and higher fuel cost more than offset a higher mix of managed transportation business, which typically carries smaller shipment sizes and lower revenue per shipment. Our Asset-Light segment generated approximately 36% of total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, 2026, compared to 32% and 34% for the same respective periods of 2025. ​ 23 Table of Contents Consolidated operating losses for both the three and six months ended June 30, 2026, compared to consolidated operating income for the same prior-year periods, were primarily due to asset impairment charges, as well as restructuring charges as discussed below. These charges were partially offset by higher revenues. ​ The Company recognized noncash asset impairment charges totaling $85.3 million during the second quarter of 2026, including $50.8 million related to the write-off of certain Freight Movement System assets associated with Vaux, $25.7 million to write off the remaining carrying value of the indefinite-lived Panther trade name as part of the strategic brand consolidation decision, and $8.8 million in lease-related impairment charges associated with the probable sublease of a portion of leased office space. Asset impairment charges reduced operating results by $85.3 million (pre-tax), or $64.2 million (after-tax), and $2.86 per diluted share for both the three and six months ended June 30, 2026. These asset impairment charges are further described within Notes B and C, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. ​ Restructuring charges, as previously described, reduced operating results by $2.2 million (pre-tax), or $1.6 million (after-tax), and $0.07 per diluted share for both the three and six months ended June 30, 2026. ​ Consolidated operating results benefited from the sale of a service center during the second quarter of 2026, which resulted in a gain of $2.9 million (pre-tax), or $2.2 million (after-tax) and $0.10 per diluted share for both the three and six months ended June 30, 2026. ​ During the second quarter of 2025, the Company reduced the contingent earnout consideration liability for the MoLo acquisition to zero as the earnout calculation did not meet the then-current projections which indicated that the adjusted earnings before interest, taxes, depreciation, and amortization threshold for the 2025 earnout period would not be achieved. This quarterly remeasurement of the contingent earnout consideration increased operating results by $2.7 million (pre-tax), or $2.0 million (after-tax) and $0.09 per diluted share for the three and six months ended June 30, 2025. ​ In addition to the above items, the year-over-year changes in consolidated net income and earnings per share were impacted by changes in the cash surrender value of variable life insurance policies, tax benefits from the vesting of share-based compensation awards, and other changes in the effective tax rate as described within the Income Taxes section of MD&A. A portion of our variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. Changes in the cash surrender value of life insurance policies, which are reported below the operating income line in the consolidated statements of operations, increased consolidated net income by $2.5 million, or $0.11 per diluted share, and $1.8 million, or $0.08 per diluted share, for the three and six months ended June 30, 2026, respectively, compared to $1.4 million, or $0.06 per diluted share, and $0.7 million, or $0.03 per diluted share, for the same respective prior-year periods. The vesting of restricted stock units resulted in a tax benefit of $1.3 million, or $0.06 per diluted share, and $1.4 million, or $0.06 per diluted share, for the three and six months ended June 30, 2026, respectively, compared to a tax expense of $1.0 million, or $0.04 per diluted share, for both the three and six months ended June 30, 2025, respectively. ​ 24 Table of Contents Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) We report financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures and ratios, such as Adjusted EBITDA, utilized internally to assess core performance offer analysts, investors, and others insights into performance trends by excluding items from operating results that management believes do not reflect our core operating performance. Adjusted EBITDA is used for business planning and as a key performance measure, particularly because it excludes certain significant expenses resulting from strategic decisions or other factors rather than core daily operations, such as amortization of acquired intangibles and software of the Asset-Light segment, asset impairment charges, and changes in the fair value of contingent consideration. Our calculation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies as other companies may calculate Adjusted EBITDA differently. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for or better measurement than net income (loss), as determined under GAAP, which is the most directly comparable GAAP measure for the periods presented. The following table presents a reconciliation of Adjusted EBITDA to our net income (loss). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30 ​ June 30 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Net Income (Loss) ​ $ (13,824) ​ $ 25,809 ​ $ (14,861) ​ $ 28,940 ​ Interest and other related financing costs ​ 3,391 ​ 2,956 ​ 7,679 ​ 5,711 ​ Income tax provision (benefit) ​ (7,132) ​ 10,159 ​ (7,429) ​ 11,202 ​ Depreciation and amortization(1) ​ 44,681 ​ 40,926 ​ 88,985 ​ 80,890 ​ Amortization of share-based compensation ​ 2,602 ​ 3,779 ​ 4,720 ​ 6,162 ​ Asset impairment charges(2) ​ ​ 85,266 ​ ​ — ​ ​ 85,266 ​ ​ — ​ Change in fair value of contingent consideration(3) ​ ​ — ​ ​ (2,650) ​ ​ — ​ ​ (2,650) ​ Consolidated Adjusted EBITDA ​ $ 114,984 ​ $ 80,979 ​ $ 164,360 ​ $ 130,255 ​ (1) Includes amortization of intangibles associated with acquired businesses. (2) Represents $50.8 million in asset impairment charges related to the write-off of certain Freight Movement System assets associated with Vaux. Also represents $25.7 million in noncash asset impairment charges recognized in the second quarter of 2026 to write off the remaining carrying value of the Panther trade name as part of a strategic brand consolidation decision within Asset-Light’s operations and $8.8 million in lease-related impairment charges associated with the probable sublease of a portion of leased office space. (3) Represents the change in fair value of contingent earnout consideration recorded for the MoLo acquisition, as previously discussed. ​ ​ ​ ​ ​ Asset-Based Operations ​ Asset-Based Segment Overview ​ The Asset-Based segment consists of ABF Freight, one of North America’s largest less-than-truckload (“LTL”) carriers and a wholly owned subsidiary of the Company, and certain other subsidiaries. Our customers have relied on ABF Freight’s LTL solutions for over a century, trusting our unwavering commitment to quality, safety, and customer service to solve their transportation challenges, including through market disruptions and rapidly changing economic conditions. We are strategically investing in our Asset-Based operations to leverage technology that enhances efficiency and productivity, along with capital investments to renovate and modernize our service centers to strengthen our network infrastructure and support our operations. ​ Our Asset-Based operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in Part I, Items 1 and 1A of our 2025 Annual Report on Form 10-K. See Note I to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of the Asset-Based segment and additional segment information, including revenues, operating expenses, and operating income for the three and six months ended June 30, 2026 and 2025. ​ Key indicators necessary to understand the operating results of our Asset-Based segment are described in Part II, Item 7 of our 2025 Annual Report on Form 10-K. Management uses these key indicators and related operating statistics to 25 Table of Contents evaluate segment performance and assess the effectiveness of strategic initiatives. These statistics are important measures in analyzing period-to-period segment operating results. ​ Other companies in our industry may present different key performance indicators or operating statistics, or they may calculate their measures differently; therefore, our measures may not be comparable to similarly titled measures of other companies. These measures should be viewed in addition to, and not as an alternative for, our reported results, and should not be construed as better measurements of our results than operating income (loss), net income (loss), or earnings per share, as determined under GAAP. ​ As of June 2026, approximately 81% of our Asset-Based segment’s employees were covered under the 2023 ABF NMFA and other related supplemental agreements with the IBT, which will remain in effect through June 30, 2028. The terms of the 2023 ABF NMFA continue to provide some of the best wages and benefits in the industry to our contractual employees. The combined contractual wage and benefits top hourly rate is estimated to increase approximately 4.2% on a compounded annual basis over the term of the agreement, with potential profit-sharing bonuses representing additional costs under the 2023 ABF NMFA. The contractual wage rate under the 2023 ABF NMFA increased effective July 1, 2025, and the health, welfare, and pension benefit contribution rate increased, effective primarily on August 1, 2025, resulting in a combined contractual wage and benefits top hourly rate increase of approximately 2.9%. ​ Asset-Based Segment Results ​ The following table sets forth a summary of operating expenses and operating income as a percentage of revenue for the Asset-Based segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ ​ June 30 ​ June 30 ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 ​ Asset-Based Operating Expenses (Operating Ratio) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries, wages, and benefits 47.7 % 51.3 % 50.7 % 52.2 % ​ Fuel, supplies, and expenses 12.4 ​ 11.2 ​ 12.4 ​ 11.6 ​ ​ Operating taxes and licenses 1.8 ​ 1.9 ​ 2.0 ​ 2.0 ​ ​ Insurance 2.1 ​ 2.5 ​ 2.3 ​ 2.6 ​ ​ Communications and utilities 0.7 ​ 0.7 ​ 0.8 ​ 0.8 ​ ​ Depreciation and amortization 4.7 ​ 4.4 ​ 5.0 ​ 4.6 ​ ​ Rents and purchased transportation 11.5 ​ 10.7 ​ 11.0 ​ 10.6 ​ ​ Shared services 9.5 ​ 9.8 ​ 9.3 ​ 9.7 ​ ​ Restructuring charges(1) 0.1 ​ — ​ 0.1 ​ — ​ ​ Gain on sale of property and equipment(2) ​ (0.3) ​ — ​ (0.2) ​ — ​ ​ Other 0.3 ​ 0.3 ​ 0.2 ​ 0.2 ​ ​ ​ 90.5 % 92.8 % 93.6 % 94.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Based Operating Income 9.5 % 7.2 % 6.4 % 5.7 % ​ (1) Represents restructuring charges for the realignment of the Company organizational structure, as previously described. (2) Represents primarily a $2.9 million gain on a service center sale within the Asset-Based operations during the second quarter of 2026. ​ 26 Table of Contents The following table provides a comparison of key operating statistics for the Asset-Based segment, as previously defined in our 2025 Annual Report on Form 10-K: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Six Months Ended ​ ​ ​ June 30 ​ ​ June 30 ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ % Change ​ Workdays(1) ​ 63.5 ​ 63.5 ​ ​ ​ ​ ​ 126.0 ​ 126.5 ​ ​ ​ ​ Tonnage per day ​ 12,240 ​ 11,666 4.9 % ​ 11,697 ​ 11,068 5.7 % ​ Shipments per day ​ 20,456 ​ 21,051 (2.8) % ​ 20,151 ​ 20,274 (0.6) % ​ Billed revenue per shipment, including fuel surcharges ​ $ 605.24 ​ $ 537.94 12.5 % ​ $ 570.18 ​ $ 534.37 6.7 % ​ Billed revenue per hundredweight, including fuel surcharges ​ $ 50.58 ​ $ 48.54 4.2 % ​ $ 49.11 ​ $ 48.94 0.3 % ​ Weight per shipment ​ 1,197 ​ 1,108 8.0 % ​ 1,161 ​ 1,092 6.3 % ​ Shipments per DSY hour ​ 0.438 ​ 0.451 (3.0) % ​ 0.439 ​ 0.449 (2.1) % ​ Average length of haul (miles) ​ ​ 1,135 ​ ​ 1,131 ​ 0.4 % ​ ​ 1,130 ​ ​ 1,128 ​ 0.2 % ​ Pounds per mile ​ 19.05 ​ 18.82 1.2 % ​ 19.00 ​ 18.57 2.3 % ​ (1) Workdays represent the number of operating days during the period after adjusting for holidays and weekends. ​ ​ Asset-Based Revenues Asset-Based segment revenues for the three and six months ended June 30, 2026, totaled $783.7 million and $1,438.7 million, respectively, compared to $713.3 million and $1,359.6 million for the same periods of 2025. Revenue growth for the three and six months ended June 30, 2026 was driven by higher daily tonnage and billed revenue per hundredweight, including fuel surcharges, which more than offset the impact of lower shipment levels and resulted in higher billed revenue on a per-day basis compared to the prior-year periods. The tonnage increase was driven by a higher weight per shipment, reflecting a continued shift in profile, partially offset by fewer shipments per day, while the increase in billed revenue per hundredweight was primarily due to higher fuel surcharge revenue resulting from increased fuel prices. The number of workdays remained the same in the second quarter of 2026 and decreased by one-half day in the first half of 2026, compared to the same respective periods of 2025. ​ The pricing environment remained rational. Excluding fuel surcharges, billed revenue per hundredweight decreased in the low-single digits for the six months ended June 30, 2026, compared to the same period of 2025 but remained consistent when comparing second quarter 2026 to second quarter 2025. Prices on accounts subject to deferred pricing agreements and annually negotiated contracts that were renewed during the three and six months ended June 30, 2026, increased an average of 5.8% and 6.1%, respectively. The Asset-Based segment implemented nominal general rate increases on its LTL base rate tariffs of 5.9% effective on August 4, 2025 and June 22, 2026, although the rate changes vary by lane and shipment characteristics. ​ The Asset-Based segment’s average nominal fuel surcharge rate increased by approximately 18 percentage points for the second quarter of 2026 and 11 percentage points in the first half of 2026, compared to the same periods of 2025. The segment’s operating results are impacted by changes in fuel prices and related fuel surcharges. Operating results may be adversely affected if competitive pressures limit our ability to recover fuel surcharges. During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs vary by differing degrees. ​ Asset-Based Operating Income The Asset-Based segment generated operating income of $74.3 million in the second quarter of 2026, compared to $51.0 million in the prior-year quarter, and $91.7 million in the six months ended June 30, 2026, compared to $77.4 million in the same prior-year period. The Asset-Based segment’s operating ratio for the three and six months ended June 30, 2026 reflected the benefit of increased billed revenue per shipment, partially offset by higher operating expenses, compared to the respective 2025 periods. ​ Asset-Based Operating Expenses Labor costs, which are reported in operating expenses as salaries, wages, and benefits, increased $8.2 million for the three months ended June 30, 2026 and $19.2 million for the six months ended June 30, 2026, compared to the corresponding 2025 periods, primarily reflecting contract rate increases under the 2023 ABF NMFA, including a 2.4% wage rate increase 27 Table of Contents effective July 1, 2025, and a 3.6% increase in health, welfare and pension rates effective August 1, 2025, for a blended increase of 2.9%, and increases in headcount to align with higher tonnage. Labor costs decreased as a percentage of revenue in both 2026 periods, compared to the corresponding 2025 periods, primarily due to higher revenues. ​ Fuel, supplies, and expenses increased $18.0 million, or 1.2 percentage points as a percentage of revenue, in the second quarter of 2026 and $21.9 million, or 0.8 percentage points, in the first six months of 2026, compared to the same prior-year periods, as the segment’s average fuel price per gallon (excluding taxes) increased approximately 68% and 40% during the three- and six-month periods ended June 30, 2026, respectively, compared to the same periods of 2025. ​ The Asset-Based segment manages costs with shipment levels; however, a number of factors impact dock, street, and yard (“DSY”) productivity, including the effect of freight profile and mix changes, utilization of local delivery agents, and efficiency of personnel. Shipments per DSY hour declined for the three and six months ended June 30, 2026, compared to the same period of 2025, primarily due to changes in freight profile and mix, offsetting the positive impact from continued investments in technology and in the Asset-Based network, and ongoing training and development at certain key locations. The six-month period was also affected by severe weather experienced in the first quarter of 2026. Pounds per mile increased 1.2% for the three months ended June 30, 2026 and 2.3% for the six months ended June 30, 2026, compared to the respective periods of 2025, reflecting an improvement in linehaul efficiency and increases in weight per shipment. ​ Rents and purchased transportation as a percentage of revenue increased 0.8 percentage points for the three months ended June 30, 2026 and 0.4 percentage points for the six months ended June 30, 2026, compared to the same periods of 2025, primarily due to higher rail fuel surcharge cost per mile from increased utilization of rail and linehaul purchased transportation. Rail miles increased approximately 3% in the second quarter of 2026 and 1% in the first half of 2026, compared to the same 2025 periods. ​ ​ Asset-Light Operations ​ Asset-Light Segment Overview ​ Our Asset-Light segment is a key component of our strategy to provide customers with a single, integrated source of logistics solutions that satisfies increasingly complex supply chain requirements. Through strategic investments in our Asset-Light segment, we continue to enhance service offerings and improve productivity. Across the segment, we are seeking opportunities to expand our revenues by deepening existing customer relationships, securing new customers, and broadening capacity options available to shippers. ​ As supply chains become more complex, shippers increasingly rely on multimodal solutions, and our managed transportation solution efficiently connects these modes to help build resilient supply chains. The continued development of our managed transportation solution exemplifies our strategy to cross-sell services and meet the demand for services that improve operational efficiency, reduce costs, and enhance supply chain visibility. We expect these and other strategic initiatives to support future growth as we deliver innovative solutions to our customers. ​ Our Asset-Light operations are affected by general economic conditions, as well as several other competitive factors that are more fully described in Part I, Item 1 of our 2025 Annual Report on Form 10-K. See Note I to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for descriptions of the Asset-Light segment and additional segment information, including revenues, operating expenses, and operating income (loss) for the three and six months ended June 30, 2026 and 2025. ​ Management uses key indicators to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Light segment. The key indicators necessary to understand our Asset-Light segment operating results are outlined in the Asset-Light Segment Overview within the Asset-Light Operations section of Results of Operations in Part II, Item 7 of our 2025 Annual Report on Form 10-K. We quantify certain key indicators using key operating statistics which are important measures in analyzing segment operating results from period to period. ​ 28 Table of Contents Other companies within our industry may present different key performance indicators or they may calculate their key performance indicators differently; therefore, our key performance indicators may not be comparable to similarly titled measures of other companies. Key performance indicators should be viewed in addition to, and not as an alternative for, our reported results. Our key performance indicators should not be construed as better measurements of our results than operating income (loss), net income (loss), or earnings per share, as determined under GAAP. ​ Asset-Light Segment Results ​ The following table sets forth a summary of operating expenses and operating income (loss) as a percentage of revenue for the Asset-Light segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ ​ ​ June 30 ​ June 30 ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 ​ Asset-Light Segment Operating Expenses (Operating Ratio) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchased transportation 86.5 % 84.4 % 86.3 % 85.0 % ​ Salaries, wages, and benefits ​ 6.6 ​ 7.5 ​ 6.4 ​ 7.3 ​ ​ Supplies and expenses 0.4 ​ 0.5 ​ 0.4 ​ 0.5 ​ ​ Depreciation and amortization(1) 0.9 ​ 1.4 ​ 1.0 ​ 1.3 ​ ​ Shared services 3.1 ​ 5.4 ​ 4.0 ​ 5.3 ​ ​ Asset impairment charges(2) ​ 7.9 ​ — ​ 4.2 ​ — ​ ​ Restructuring charges(3) ​ 0.2 ​ — ​ 0.1 ​ — ​ ​ Contingent consideration(4) ​ — ​ (0.8) ​ — ​ (0.4) ​ ​ Other 1.5 ​ 1.4 ​ 1.4 ​ 1.5 ​ ​ ​ 107.1 % 99.8 % 103.8 % 100.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset-Light Segment Operating Income (Loss) (7.1) % 0.2 % (3.8) % (0.5) % ​ (1) Includes amortization of intangibles associated with acquired businesses. (2) Represents $25.7 million in noncash asset impairment charges recognized in the second quarter of 2026 to write off the remaining carrying value of the Panther trade name as part of a strategic brand consolidation decision within Asset-Light’s operations and $8.8 million in lease-related impairment charges associated with the probable sublease of a portion of leased office space. (3) Represents restructuring charges for the realignment of the Company organizational structure, as previously described. (4) Represents the change in fair value of the contingent consideration recorded for the MoLo acquisition, as further discussed in the Asset-Light Operating Expenses section below. ​ ​ The following table provides a comparison of key operating statistics for the Asset-Light segment, as defined in our 2025 Annual Report on Form 10-K: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Over Year % Change ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, 2026 ​ June 30, 2026 Shipments per day ​ 14.6% ​ ​ 12.1% ​ Revenue per shipment ​ 12.0% ​ ​ 4.7% ​ Shipments per employee per day ​ 35.3% ​ ​ 30.6% ​ ​ Asset-Light Revenues Asset-Light segment revenues increased 28.3% to $438.7 million for the three months ended June 30, 2026, from $341.9 million in the prior-year period, and increased 17.0% to $816.5 million for the six months ended June 30, 2026, from $697.9 million in the prior-year period. Revenue growth was driven by higher average daily shipments, led by growth in managed solutions, and increased revenue per shipment. Revenue per shipment improvement was driven by higher spot rates amid tightening truckload capacity and rising fuel costs, reflecting a shift in the freight environment conditions following an extended period of freight market softness. ​ 29 Table of Contents Asset-Light Operating Income (Loss) Asset-Light segment operating loss totaled $31.3 million for the three months ended June 30, 2026, including $34.5 million of asset impairment charges and $0.7 million of restructuring charges recorded during second quarter 2026, compared to operating income of $0.6 million for the prior-year period. Asset-Light segment operating loss totaled $31.1 million for the six months ended June 30, 2026, compared to $3.8 million for the same prior-year period. The year-over-year decrease in operating results also reflects higher operating expenses, discussed in the paragraphs below, including increased purchased transportation costs associated with higher shipment volumes. ​ Asset-Light Operating Expenses Operating expenses increased $128.7 million, or 7.3 percentage points as a percentage of revenue, during the second quarter 2026, and $145.8 million, or 3.3 percentage points as a percentage of revenue in the six months ended June 30, 2026, compared to the same prior year periods of 2025. The increase included $34.5 million of asset impairment charges and $0.7 million of restructuring charges recorded during the second quarter of 2026. The asset impairment charges represented 7.9 percentage points of revenue for the three months ended June 30, 2026, and 4.2 percentage points of revenue for the six months ended June 30, 2026. Additional information regarding the impairment charges is included in Notes B and C to the consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. ​ Purchased transportation costs increased $90.7 million, or 2.1 percentage points as a percentage of revenue for the three months ended June 30, 2026 and $111.8 million, or 1.3 percentage points as a percentage of revenue for six months ended June 30, 2026, compared to the same prior year periods. Increases primarily reflect higher purchased transportation costs associated with higher fuel costs driven by rising diesel prices, as well as increased shipment volumes. Changes in market capacity, fuel cost, and freight mix impact the cost of purchased transportation and may not correspond to the timing of revisions to customer pricing and revenue per shipment. There can be no assurance that we will be able to secure prices from customers sufficient to maintain or improve margins on the cost of sourcing carrier capacity. ​ Salaries, wages, and benefits decreased as a percentage of revenue by 0.9 percentage points for both the three and six months ended June 30, 2026, compared with the same prior year periods, reflecting primarily the impact of higher revenues. Shipments per employee per day improved 35.3% for the three months ended June 30, 2026, and 30.6%, for the six months ended June 30, 2026, compared to the same prior year periods, as a result of efforts to align staffing levels with business levels and improve efficiencies, combined with changes in business mix and technology advancements from digital enhancements. ​ The reduction of $2.7 million of the contingent earnout consideration to zero during the second quarter of 2025, as previously described in the Consolidated Results section of Results of Operations, increased as a percentage of revenue by 0.8 percentage points for the three months ended June 30, 2026 and 0.4 percentage points, for the six months ended June 30, 2026, compared to the same prior-year periods. The contingent earnout consideration is discussed further in Note C to our consolidated financial statements included in Part II, Item 8 of the 2025 Annual Report on Form 10-K. ​ Shared services as a percentage of revenue decreased 2.3 percentage points for the three months ended June 30, 2026 and 1.3 percentage points for the six months ended June 30, 2026, compared to the same prior-year periods, primarily reflecting the impact of higher revenues and efficiency gains achieved through process improvements and technology-enabled productivity enhancements during the three and six months ended June 30, 2026. ​ Depreciation and amortization as a percentage of revenue decreased 0.5 percentage points for the three months ended June 30, 2026 and 0.3 percentage points for the six months ended June 30, 2026, compared to the same periods of 2025, reflecting higher revenues and lower amortization expense resulting from the full amortization of the finite-lived MoLo trade name at December 31, 2025. ​ 30 Table of Contents Asset-Light Adjusted EBITDA We report financial results in accordance with GAAP. However, management believes that certain non-GAAP financial measures and ratios, such as Asset-Light Adjusted EBITDA, utilized internally to assess core performance offer analysts, investors, and others insights into performance trends by excluding items from operating results that management believes do not reflect our core operating performance. Asset-Light Adjusted EBITDA is used for business planning and as a key performance measure, particularly because it excludes certain significant expenses resulting from strategic decisions or other factors rather than core daily operations, such as amortization of acquired intangibles and software, asset impairment charges and changes in the fair value of contingent consideration. Management also believes Asset-Light Adjusted EBITDA to be relevant and useful, as EBITDA is a standard measure commonly reported and widely used by analysts, investors, and others to measure financial performance of asset-light businesses. Our calculation of Asset-Light Adjusted EBITDA may not be comparable to similarly titled measures of other companies as other companies may calculate adjusted EBITDA differently. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for or better measurement than operating income (loss), as determined under GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30 ​ June 30 ​ ​ ​ ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 ​ ​ (in thousands) ​ Operating Income (Loss)(1) ​ $ (31,348) ​ $ 591 ​ $ (31,117) ​ $ (3,789) ​ Depreciation and amortization(2) ​ ​ 3,881 ​ ​ 4,605 ​ ​ 7,891 ​ ​ 9,223 ​ Asset impairment charges(3) ​ ​ 34,503 ​ ​ — ​ ​ 34,503 ​ ​ — ​ Change in fair value of contingent consideration(4) ​ ​ — ​ ​ (2,650) ​ ​ — ​ ​ (2,650) ​ Asset-Light Adjusted EBITDA ​ $ 7,036 ​ $ 2,546 ​ $ 11,277 ​ $ 2,784 ​ (1) The calculation of Asset-Light Adjusted EBITDA as presented in this table begins with operating income (loss) as the most directly comparable GAAP measure. Other income (costs), income taxes, and net income (loss) are reported at the consolidated level and not included in the operating segment financial information evaluated by management to make operating decisions. (2) Includes amortization of intangibles associated with acquired businesses. Amortization of acquired intangibles totaled $2.5 million for the three months ended June 30, 2026, and $5.0 million for the six months ended June 30, 2026, and is expected to total $8.7 million for full-year 2026. (3) Represents noncash asset impairment charges of $25.7 million to write off the remaining carrying value of the Panther trade name in connection with a strategic brand consolidation decision and an $8.8 million lease-related impairment charge associated with the probable sublease of a portion of office space. (4) Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition. See Note C to our consolidated financial statements included in Part II, Item 8 of the 2025 Annual report on Form 10-K. ​ ​ Current Economic Conditions ​ The U.S. economy grew in the second quarter of 2026, with real gross domestic product increasing at an annual rate of 1.5%, according to an advance estimate released on July 30, 2026. Growth was driven by increases in consumer spending, investment, and exports, partially offset by a decrease in government spending. Persistent inflation, elevated interest rates, and a slowing labor market continue to affect business confidence and contribute to market volatility. Geopolitical conflicts, including military conflicts and fluctuating trade and tariff policies, as well as inflation, continue to present risks to economic activity and freight demand. ​ The manufacturing sector, as measured by the Purchasing Managers’ Index, expanded in June 2026 for the sixth consecutive month after a period of nearly continuous contraction since November 2022. Although we secured increases on deferred pricing agreements and annually negotiated contracts during the six months ended June 30, 2026, there can be no assurance that the economic environment, including the impact of interest rates on consumer demand, or fluctuations in fuel costs, will be favorable for our freight services in future periods. ​ Given current economic uncertainty, there can be no assurance that our estimates and assumptions regarding the pricing environment and economic conditions, which are made for purposes of impairment tests related to operating assets and deferred tax assets, will prove to be accurate. Extended periods of economic disruption and resulting declines in industrial 31 Table of Contents production and manufacturing and consumer spending could negatively impact demand for our services and have an adverse effect on our results of operations, financial condition, and cash flows. Changes in fuel prices can significantly affect our operating expenses, and while we strive to offset these costs through fuel surcharges and pricing strategies, sustained increases may still impact our margins and overall financial performance. There can be no assurance that we will be able to secure adequate prices from new or existing customers to maintain or improve our operating results. Significant declines in our business levels or other changes in cash flow assumptions or other factors that negatively impact the fair value of the operations of our reporting units could result in impairment and a resulting noncash write-off of a significant portion of the goodwill and intangible assets of our Asset-Light segment, which would have an adverse effect on our financial condition and operating results. During second quarter 2026, we recorded an asset impairment charge related to our indefinite-lived Panther trade name within the Asset-Light reporting unit. See Notes B and C to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion of the impairment valuation. ​ Effects of Inflation ​ Inflation remains above the Federal Reserve’s long-term target inflation rate of 2%. Elevated costs across a broad array of consumer goods continue to be driven by global supply chain volatility and labor and energy shortages, in addition to the impact of federal monetary policy. The consumer price index increased 3.5%, before seasonal adjustment, year-over-year in June 2026 despite a 0.4% decline from May 2026. Most of our expenses are affected by inflation. While an increase in inflation generally results in increased operating costs, the potential impact of inflationary conditions on our business, including demand for our transportation services, remains uncertain. ​ Generally, inflationary increases in labor and fuel costs as they relate to our Asset-Based operations have historically been mostly offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher associated fuel surcharges on the overall price to the customer influences our ability to obtain increases in base freight rates. In addition, certain nonstandard arrangements with some of our customers have limited the amount of fuel surcharge recovered. Our Asset-Based segment’s ability to fully offset inflationary and contractual cost increases can be challenging during periods of recessionary and uncertain economic conditions when certain cost saving measures and productivity improvements do not outpace inflationary increases. ​ Generally, inflationary increases in labor and operating costs related to our Asset-Light operations have historically been offset through price increases and efficiency. Productivity improvements, as measured by shipments per employee per day, and disciplined cost management have helped mitigate the impact of rising operating costs. The pricing environment, however, generally becomes more competitive during economic downturns, which may, as it has in the past, affect the ability to obtain price increases from customers both during and following such periods. The pricing environment remains competitive, although market conditions improved during the first half of 2026. Tightening capacity in the truckload market contributed to higher spot rates as carriers continued to exit the market following a prolonged period of economic pressure. While freight demand showed signs of improvement, market conditions remained influenced by supply-driven capacity tightening, and brokerage margins remained below historical levels. ​ The market continues to adjust to the impact of supply chain disruptions, including as a result of geopolitical conflicts and changes in trade and tariff policies. The prices for our revenue equipment (tractors and trailers) have also increased, partly as a result of inflationary pressures, and will very likely continue to be replaced at higher per-unit costs, which could result in higher depreciation charges on a per-unit basis. We consider these costs in setting our pricing policies, although the overall freight rate structure is governed by market forces. In addition to general effects of inflation, the motor carrier freight transportation industry faces rising costs related to insurance claims, compliance with government regulations on safety, equipment design and maintenance, driver utilization, emissions, and fuel economy. ​ Environmental and Legal Matters ​ We are subject to federal, state, and local environmental laws and regulations relating to, among other things: emissions control, transportation or handling of hazardous materials, underground and aboveground storage tanks, stormwater pollution prevention, contingency planning for petroleum spills, and disposal of waste oil. We may transport or arrange for the transportation of hazardous materials and explosives, and we operate in industrial areas where truck service centers 32 Table of Contents and other industrial activities are located and where groundwater or other forms of environmental contamination could occur. ​ Physical effects from climate change, including more frequent and severe weather events, have the potential to adversely impact our business levels and employee working conditions, cause shipping delays or disruption to our operations, increase our operating costs, and cause damage to our property and equipment. Due to the uncertainty of these matters, we cannot estimate the effect of any future climate-related developments on our operations or financial condition at this time. These and other matters related to climate change and the related risks to our business are further discussed in Part I, Item 1 and Item 1A of our 2025 Annual Report on Form 10-K. We continue to advance sustainability initiatives by investing in innovative technologies, developing our employees, and enhancing our capabilities and services for customers. ​ We are involved in various legal actions, the majority of which arise in the ordinary course of business. We maintain liability insurance against certain risks arising out of the normal course of our business, subject to certain self-insured retention limits. We routinely establish and review the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows. ​ ​ Liquidity and Capital Resources ​ Our primary sources of liquidity are cash, cash equivalents and short-term investments; cash generated by operations; and available borrowing capacity under our revolving credit facility (“Credit Facility”). ​ Cash Flow and Short-Term Investments ​ Components of cash and cash equivalents and short-term investments, which are further described in Note B to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30 ​ December 31 ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Cash and cash equivalents $ 145,851 ​ $ 102,030 ​ Short-term investments 22,580 ​ 22,204 ​ Total $ 168,431 ​ $ 124,234 ​ ​ ​ Cash, cash equivalents and short-term investments increased $44.2 million from December 31, 2025 to June 30, 2026, primarily due to cash generated from operating activities, partially offset by payments of long-term debt; payments for certain performance-based incentive plans and contributions to our defined contribution plan which were accrued at December 31, 2025; continued efforts to return capital to shareholders through share repurchases and dividends; and planned capital expenditures. ​ Cash provided by operating activities was $138.3 million during the six months ended June 30, 2026, compared to $85.0 million of cash provided by operating activities in the same prior-year period, primarily due to improved operating performance before noncash asset impairment charges, as discussed further in the Results of Operations section. Changes in operating assets and liabilities, excluding income taxes, reduced operating cash flow by $15.0 million during the six months ended June 30, 2026, driven primarily by higher business levels that increased receivables, partially offset by increases in accounts payable and accrued expenses. In comparison, changes in operating assets and liabilities reduced operating cash flow by $38.7 million during the six months ended June 30, 2025, primarily due to decreases in accounts payable and accrued expenses and operating right-of-use assets and lease liabilities, net. ​ Cash used in investing activities during the six months ended June 30, 2026 primarily reflected $16.3 million of capital expenditures, including renovations of properties for our Asset-Based network, net of proceeds from asset sales and financings, along with $7.3 million in capitalization of internally developed software. See Capital Expenditures below for estimated annual expenditure amounts for 2026. 33 Table of Contents ​ Cash used in financing activities included promissory note payments of $52.7 million during the six months ended June 30, 2026. During the six months ended June 30, 2026, we repurchased 92,488 shares of our common stock under our share repurchase program for an aggregate cost of $8.2 million and also returned capital to our shareholders with our quarterly dividend payments totaling $5.4 million. Our dividends and share repurchase program are further discussed in Other Liquidity below. ​ Financing Arrangements ​ We financed the purchase of $44.4 million of revenue equipment through notes payable during the six months ended June 30, 2026. Future payments due under notes payable totaled $229.2 million, including interest, as of June 30, 2026, a decrease of $10.6 million from December 31, 2025. ​ As of June 30, 2026, standby letters of credit of $25.9 million were outstanding under our Credit Facility which reduced our available borrowing capacity under the program to $224.1 million. In May 2026, we terminated our accounts receivable securitization program prior to the scheduled maturity date of July 1, 2026. ​ Our financing arrangements are disclosed in Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. ​ Contractual Obligations ​ We have purchase obligations, consisting of authorizations to purchase and binding agreements with vendors, relating to revenue equipment used in our Asset-Based operations, other equipment, facility improvements, software, service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of June 30, 2026. These purchase obligations totaled $93.9 million as of June 30, 2026, with $76.8 million expected to be paid within the next year, subject to vendor performance of their commitments. As of June 30, 2026, the amount of our purchase obligations decreased $11.9 million from December 31, 2025, primarily related to receipt of ABF Freight revenue equipment. ​ There have been no other material changes in the contractual obligations disclosed in our 2025 Annual Report on Form 10-K during the six months ended June 30, 2026. We have no investments, loans, or any other known contractual arrangements with unconsolidated special-purpose entities, variable interest entities, or financial partnerships and have no outstanding loans with our executive officers or directors. ​ Capital Expenditures ​ For 2026, our total capital expenditures, including amounts financed, are estimated to range from $140.0 million to $160.0 million, net of proceeds from asset sales. These 2026 estimated net capital expenditures include revenue equipment purchases of $75.0 million to $80.0 million, primarily for our Asset-Based operations and $25.0 million to $35.0 million of investments in real estate and facility upgrades to support our growth plans, in addition to other investments across the enterprise, such as technology-related items and miscellaneous dock equipment upgrades and enhancements. We have the flexibility to adjust certain planned 2026 capital expenditures as business levels dictate. Depreciation and amortization expense, excluding amortization of intangibles, is estimated to be approximately $175.0 million in 2026. The amortization of intangible assets is estimated to be $8.7 million in 2026, related to purchase accounting amortization associated with business acquisitions in our Asset-Light segment. ​ Other Liquidity Information ​ Freight market conditions continue to be influenced by customer demand levels, industrial production trends, truckload capacity, geopolitical conflicts, tariff and trade policies, and fuel price volatility, among other factors. These conditions, and the related impact on our business, including tonnage and shipment levels and the pricing for our services, could affect our ability to generate cash from operating activities and maintain liquidity. Our Credit Facility provides available sources of liquidity with flexible borrowing and payment options. We believe this agreement provides the borrowing capacity necessary to support our business and growth initiatives. During the next twelve months and for the foreseeable future, we 34 Table of Contents believe existing cash, cash equivalents, short-term investments, cash generated by operating activities, and amounts available under our Credit Facility, will be sufficient to finance our operating expenses and to fund ongoing initiatives and grow our business, including investments in technology. Notes payable, finance leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to us. ​ We continue to return capital to shareholders with our quarterly dividend payments and treasury stock purchases. On July 24, 2026, we announced that our Board of Directors declared a dividend of $0.12 per share payable to stockholders of record as of August 7, 2026. We expect to continue to pay quarterly dividends on our common stock in the foreseeable future, although there can be no assurance in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon our future earnings, capital requirements, and financial condition; contractual restrictions applying to the payment of dividends under our Credit Facility; and other factors. ​ During the six months ended June 30, 2026, we purchased 92,488 shares of our common stock for an aggregate cost of $8.2 million under our share repurchase program. As of June 30, 2026, $96.5 million remained available for repurchase under the share repurchase program (see Note G to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q). ​ Balance Sheet Changes The following discussion summarizes significant changes in selected balance sheet lines from December 31, 2025 to June 30, 2026: ​ Accounts Receivable Accounts receivable increased $82.8 million, primarily reflecting higher revenue and improved pricing in June 2026, compared to December 2025. ​ Other Accounts Receivable Other accounts receivable decreased $17.1 million, reflecting the second quarter 2026 settlement by the insurer of the receivable (and offsetting liability) for insured third-party casualty claims recorded at December 31, 2025. ​ Prepaid Expenses Prepaid expenses decreased $10.7 million as amortization exceeded prepayments, including for various licenses and insurance. ​ Prepaid and Refundable Income Taxes and Income Taxes Payable Prepaid and refundable income taxes decreased $17.9 million and income taxes payable increased $8.8 million, primarily due to the accrual of $26.8 million of tax-related timing differences resulting from the tax addback of book impairment charges and book-over-tax depreciation, as discussed further below in the Income Taxes section and in Note D to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The changes also reflect state tax payments, partially offset by tax benefits recognized on pre-tax losses and tax payments made during the first six months of 2026. ​ Property, Plant, and Equipment, Net The decrease in property, plant, and equipment, net of $51.1 million was primarily related to Vaux Freight Movement System write-offs recorded during the second quarter of 2026, which are further discussed in Note B of our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, offset partially by planned service center remodels and the purchase of revenue equipment used in our Asset-Based operations. ​ Intangible Assets, Net Intangible assets, net decreased $31.7 million primarily due to the $25.7 million noncash asset impairment charge related to the Panther trade name, which is further discussed in Notes B and C of our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. ​ 35 Table of Contents Deferred Income Taxes The $38.2 million net decrease in deferred income tax liabilities represents deferred tax benefits associated with timing differences related to the tax addback of book impairment charges and book-over-tax depreciation, as discussed further below in the Income Taxes section and in Note D to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. ​ Accounts Payable Accounts payable increased $43.7 million primarily due to higher transportation costs and the timing of payables. ​ ​ Income Taxes ​ Our effective tax benefit rate was 34.0% and 33.3% for the three and six months ended June 30, 2026, respectively, while the effective tax rate was 28.2% and 27.9% for the same respective periods of 2025. For the second quarter of 2026, the U.S. statutory tax rate was 21.0% and the average state tax rate, net of the associated federal deduction, is approximately 5%. However, various factors and changes in nondeductible expenses, the cash surrender value of life insurance, and the tax expense (benefit) from vesting of restricted stock units (“RSUs”) primarily vesting in the second quarter, may cause the full-year 2026 tax rate to vary from the statutory rate. ​ Reconciliation between the effective income tax rate, as computed on income before income taxes, and the statutory federal income tax rate is presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30 ​ ​ June 30 ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ (in thousands, except percentages) ​ ​ Income tax provision (benefit) at the statutory federal rate ​ $ (4,401) ​ (21.0) % ​ $ 7,553 ​ 21.0 % ​ $ (4,681) ​ (21.0) % ​ $ 8,430 ​ 21.0 % ​ State income taxes, net of federal income tax effect ​ (561) ​ (2.7) ​ ​ ​ 1,671 ​ 4.6 ​ ​ (509) ​ (2.3) ​ ​ ​ 2,091 ​ 5.2 ​ ​ Foreign income tax provision ​ ​ 455 ​ 2.2 ​ ​ ​ 11 ​ — ​ ​ ​ 655 ​ 2.9 ​ ​ ​ 150 ​ 0.4 ​ ​ Tax credits ​ ​ (492) ​ (2.3) ​ ​ ​ (53) ​ (0.2) ​ ​ ​ (820) ​ (3.7) ​ ​ ​ (103) ​ (0.3) ​ ​ Net increase in valuation allowance ​ 491 ​ 2.3 ​ ​ ​ 3 ​ — ​ ​ 654 ​ 2.9 ​ ​ ​ 26 ​ 0.1 ​ ​ Nontaxable and nondeductible items ​ ​ 114 ​ 0.5 ​ ​ ​ (40) ​ (0.1) ​ ​ ​ 492 ​ 2.2 ​ ​ ​ 294 ​ 0.7 ​ ​ Tax expense (benefit) from vested RSU ​ ​ (1,320) ​ (6.3) ​ ​ ​ 995 ​ 2.8 ​ ​ ​ (1,409) ​ (6.3) ​ ​ ​ 992 ​ 2.5 ​ ​ Other adjustment ​ ​ (1,418) ​ (6.7) ​ ​ ​ 19 ​ 0.1 ​ ​ ​ (1,811) ​ (8.0) ​ ​ ​ (678) ​ (1.7) ​ ​ Total provision (benefit) for income taxes ​ $ (7,132) ​ (34.0) % ​ $ 10,159 ​ 28.2 % ​ $ (7,429) ​ (33.3) % ​ $ 11,202 ​ 27.9 % ​ ​ As of June 30, 2026, we had $64.1 million of net deferred tax liabilities after valuation allowances. We evaluated the need for a valuation allowance for deferred tax assets at June 30, 2026 by considering the future reversal of existing taxable temporary differences, future taxable income, and available tax planning strategies. Valuation allowances for deferred tax assets totaled $5.1 million as of June 30, 2026 and $4.5 million as of December 31, 2025. As of June 30, 2026, deferred tax liabilities which will reverse in future years exceeded deferred tax assets. ​ The difference between the financial reporting loss and taxable income for the six months ended June 30, 2026 was primarily attributable to permanent and temporary tax differences related to depreciation, asset impairments, stock-based compensation, the deductibility of accrued liabilities, and other items that are treated differently for financial reporting and income tax purposes. For the six months ended June 30, 2026, there was a financial reporting loss, but income determined under income tax law. ​ ​ 36 Table of Contents Critical Accounting Policies ​ The accounting policies that are “critical,” or the most important, to understand our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2025 Annual Report on Form 10-K. There have been no updates to our critical accounting policies during 2026. Management believes that there is no new accounting guidance issued but not yet effective that will impact our critical accounting policies. ​ ​ Forward-Looking Statements ​ Certain statements and information in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “designed,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: data breaches, cybersecurity incidents, and/or interruptions or failures of our information systems that we depend on, including software programs and applications provided by third parties; untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with, new or enhanced technology or processes; the loss or reduction of business from multiple large customers or an overall reduction in our customer base; the timing and performance of growth initiatives and the ability to manage our cost structure; the cost, integration, and performance of future acquisitions and the inability to realize the anticipated benefits of the acquisition; unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors; maintaining our corporate reputation and intellectual property rights; failure to achieve market acceptance or generate adequate returns through our Vaux® technologies; establishing and maintaining adequate internal controls over financial reporting; disruptions in domestic or global manufacturing activity, supply chains, and related changes in spending, resulting in material reductions in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and upskill employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future governmental laws and regulations, including, but not limited to, environmental laws and regulations, such as emissions-control regulations and fuel efficiency regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements and other business initiatives; self-insurance claims, insurance premium costs, and loss of our ability to self-insure; potential impairment of long-lived assets and goodwill and intangible assets; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural disasters, public health crises, geopolitical conflicts, acts of terrorism or war, cybersecurity incidents, or trade restrictions; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and other financial, operational, and legal 37 Table of Contents risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”). ​ For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. ​ Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise. ​ ​