0000894405false00008944052025-03-032025-03-03

June 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): March 7, 2025 (March 3, 2025)

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ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

0-19969

71-0673405

(State or other jurisdiction of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

8401 McClure Drive

Fort Smith, Arkansas

(Address of principal executive offices)

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72916

(Zip code)

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Registrant’s telephone number, including area code: (479) 785-6000

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

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☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 Par Value

ARCB

Nasdaq

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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ITEM 3.01 – NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On March 3, 2025, ArcBest Corporation (the “Company”) received a notice from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) after the Company discovered and self-reported that it did not fully comply with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A). The non-compliance was a result of Fredrik J. Eliasson, a member of the Audit Committee, not qualifying as independent pursuant to Nasdaq Listing Rule 5605(a)(2)(F) due to his brother-in-law serving as a partner of the Company’s outside auditor for the fiscal year ended December 31, 2024. Mr. Eliasson’s brother-in-law has never worked on the audit of the Company’s financial statements or performed any other services for the Company. Following discovery of this relationship, Mr. Eliasson promptly tendered his resignation as a member of the Audit Committee.

In its notice, the Staff determined that, as a result of the Company’s and Mr. Eliasson’s actions and subject to the Company complying with the disclosure requirements intended to be met by the filing of this Current Report on Form 8-K, the Company has regained compliance with Nasdaq Listing Rule 5605(c)(2)(A).

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Se

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ARCBEST CORPORATION

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(Registrant)

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Date:

March 7, 2025

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/s/ Michael R. Johns

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Michael R. Johns

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Chief Legal Officer and Corporate Secretary

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v3.25.0.1
Document and Entity Information
Mar. 03, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 03, 2025
Entity Registrant Name ARCBEST CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 0-19969
Entity Tax Identification Number 71-0673405
Entity Address, Address Line One 8401 McClure Drive
Entity Address, City or Town Fort Smith
Entity Address, State or Province AR
Entity Address, Postal Zip Code 72916
City Area Code 479
Local Phone Number 785-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock $0.01 Par Value
Trading Symbol ARCB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000894405
Amendment Flag false
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