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ArcBest (ARCB) updates $250M revolver with $125M accordion feature

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ArcBest Corporation entered into a Fifth Amended and Restated Credit Agreement, updating its revolving credit facility with a group of banks led by U.S. Bank National Association. The facility now provides up to $250 million of revolving borrowing capacity, including a $40 million swing line sub-facility and an increased letter of credit sub-facility from $20 million to $50 million. The credit line has a five-year term and now matures on November 25, 2030.

ArcBest may also request up to an additional $125 million in revolving commitments or incremental term loans through an Accordion Feature, subject to conditions in the agreement. Borrowings will bear interest at either an Alternate Base Rate plus 0.125%–1.00% or an Adjusted Term SOFR rate plus 1.125%–2.00%, depending on ArcBest’s adjusted leverage ratio. The facility is intended for general corporate purposes and working capital and is supported by cross-guarantees from the company and its material domestic subsidiaries, with customary financial covenants and events of default.

Positive

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Insights

ArcBest refreshes a $250M revolver, extends maturity to 2030, and adds flexibility with a $125M accordion.

The new Fifth Amended and Restated Credit Agreement gives ArcBest a committed revolving credit facility of up to $250,000,000, plus a $40,000,000 swing line and a $50,000,000 letter of credit sub-facility. The maturity is set to November 25, 2030, which lengthens the company’s access to bank liquidity for working capital and general corporate needs.

Pricing is tied to ArcBest’s Adjusted Leverage Ratio, with borrowings at either the Alternate Base Rate plus 0.125%–1.00% or the Adjusted Term SOFR Screen Rate plus 1.125%–2.00%. This leverage-based grid aligns interest cost with balance sheet strength. The agreement also permits up to an additional $125,000,000 of revolving commitments or incremental term loans via the Accordion Feature, subject to conditions.

Covenants include a minimum interest coverage ratio and maximum adjusted leverage ratio, plus limits on additional debt, liens, investments, and major transactions. These are described as customary and suggest a standard investment-grade style bank package. Overall, this looks like a routine renewal and upsizing of liquidity rather than a signal of distress or aggressive leverage.

0000894405false00008944052025-11-252025-11-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 26, 2025 (November 25, 2025)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-19969

71-0673405

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8401 McClure Drive

Fort Smith, Arkansas

(Address of principal executive offices)

72916

(Zip Code)

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

Not Applicable

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

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:

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 Par Value

ARCB

Nasdaq

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).

Emerging growth company

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.

ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Please see the discussion set forth in Item 2.03, “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,” of this Current Report on Form 8-K, which discussion is incorporated by reference into this Item 1.01.

ITEM 2.03 – CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On November 25, 2025, ArcBest Corporation (the “Company”) amended and restated its existing revolving credit facility (the “Credit Facility”) pursuant to a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company and certain of its subsidiaries that become party thereto from time to time, as borrowers, U.S. Bank National Association and the other financial institutions named therein, as lenders and letter of credit issuers, and U.S. Bank National Association, as a LC issuer, swing line lender and administrative agent (“Administrative Agent”).

The Credit Agreement and certain related agreements have been amended to, among other things, (a) increase the letter of credit sub-facility sublimit from $20 million to $50 million,  (b) extend the maturity date of the Commitments for those existing lenders willing to consent to such extension to a date five (5) years from the effective date of the Fifth Amended and Restated Credit Agreement, and (c) amend certain other terms as further set forth therein;

The Credit Facility has a five-year term and an initial maximum credit amount of $250 million at any time outstanding, including a swing line facility providing for swing line loans up to an aggregate outstanding amount of $40 million, and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate outstanding amount of $50 million.  The Credit Facility will be used, among other purposes, for general corporate purposes and to fund working capital.  The Credit Facility also provides the Company with the right to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $125 million (the “Accordion Feature”), subject to the satisfaction of certain additional conditions provided therein.    

The indebtedness under the Credit Agreement and certain other obligations owed to lenders or their affiliates are cross-guaranteed by the Company and its Material Domestic Subsidiaries.  

The Credit Facility matures on November 25, 2030 (the “Termination Date”) and borrowings under the Credit Agreement can either be, at the Company’s election: (i) at the Alternate Base Rate (as defined in the Credit Agreement) plus a spread ranging from 0.125% to 1.00% or (ii) at the Adjusted Term SOFR Screen Rate (as defined in the Credit Agreement) plus a spread ranging from 1.125% to 2.00%.  The applicable spread is dependent upon the Company’s Adjusted Leverage Ratio (as defined in the Credit Agreement).  Interest accrued on each Base Rate Advance (as defined in the Credit Agreement) is payable in arrears on the last Business Day (as defined in the Credit Agreement) of each calendar quarter and on the Termination Date.  Interest accrued on each Term SOFR Advance (as defined in the Credit Agreement) is payable on the last day of the applicable interest period, or every three months, whichever comes sooner, and on any prepayment date and the Termination Date.  

The Credit Agreement contains customary covenants including, but not limited to, (i) a minimum interest coverage ratio and a maximum adjusted leverage ratio and (ii) limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations and sales of assets. The Credit Agreement also includes customary events of default, conditions, representations and warranties and indemnification provisions.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.

Affiliates of certain of the lenders under the Credit Agreement have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received, and may continue to receive, customary fees and commissions.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits.

Exhibit No.

Description of Exhibit

10.1

Fifth Amended and Restated Credit Agreement, dated as of November 25, 2025, among ArcBest Corporation and certain of its subsidiaries party thereto from time to time, as borrowers, U.S. Bank National Association, as a LC issuer, swing line lender and Administrative Agent, and the lenders and issuing banks party thereto.

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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

ARCBEST CORPORATION

(Registrant)

Date:

November 26, 2025

/s/ J. Brent Hagy

J. Brent Hagy

Vice President – Legal & Assistant Secretary

FAQ

What new credit facility did ArcBest (ARCB) enter into?

ArcBest entered into a Fifth Amended and Restated Credit Agreement providing a revolving credit facility with an initial maximum credit amount of $250 million for working capital and general corporate purposes.

When does ArcBests amended credit facility mature?

ArcBests amended and restated credit facility matures on November 25, 2030, giving the company a five-year term from the effective date of the new agreement.

How much can ArcBest (ARCB) borrow under swing line and letter of credit sub-facilities?

The credit facility includes a swing line sub-facility allowing loans up to $40 million and a letter of credit sub-facility allowing letters of credit up to $50 million outstanding.

Did ArcBest increase its letter of credit capacity in this agreement?

Yes. The letter of credit sub-facility limit was increased from $20 million to $50 million, expanding ArcBests capacity to issue letters of credit.

What is the Accordion Feature in ArcBests credit agreement?

The Accordion Feature allows ArcBest to request additional revolving commitments or incremental term loans up to an aggregate additional $125 million, subject to conditions in the agreement.

How is interest calculated on ArcBests borrowings under the new facility?

Borrowings accrue interest at either the Alternate Base Rate plus 0.125% to 1.00% or at the Adjusted Term SOFR Screen Rate plus 1.125% to 2.00%, depending on ArcBests adjusted leverage ratio.

What key covenants are included in ArcBests amended credit agreement?

The agreement includes customary covenants such as a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limits on additional debt, investments, liens, sale-leasebacks, affiliate transactions, mergers, and asset sales.
Arcbest Corp

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