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    ArcBest Corporation filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

    3/7/25 4:06:42 PM ET
    $ARCB
    Trucking Freight/Courier Services
    Industrials
    Get the next $ARCB alert in real time by email
    0000894405false00008944052025-03-042025-03-04

    June 30

    ​

    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): March 7, 2025 (March 4, 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 communication 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 4.01 – CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

    ​

    (a)Dismissal of Independent Registered Public Accounting Firm

    ​

    The Audit Committee of the Board of Directors (the “Audit Committee”) of ArcBest Corporation (the “Company”) recently completed a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Audit Committee invited several public accounting firms to participate in the process, including Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.  On March 4, 2025, following the conclusion of this process, the Audit Committee dismissed EY as the Company’s independent registered public accounting firm.

    EY’s audit reports as of and for the years ended December 31, 2024 and 2023, contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.  During the years ended December 31, 2024 and 2023 and the subsequent interim period through March 4, 2025, there were (i) no “disagreements” ​(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in its reports on the financial statements for such years, and (ii) no “reportable events” ​(as that term is defined in Item 304(a)(1)(v) of Regulation S-K).  

    The Company has provided EY with a copy of this Form 8-K and requested that EY furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the statements above. A copy of EY’s letter dated March 7, 2025 is filed as Exhibit 16.1 to this Form 8-K.

    (b)Engagement of New Independent Registered Public Accounting Firm

    On March 4, 2025, the Audit Committee approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm beginning with the year ending December 31, 2025. During the Company’s years ending December 31, 2024 and 2023 and through March 4, 2025, neither the Company, nor anyone on its behalf, consulted Grant Thornton LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) or “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

    ​

    Item 9.01 Financial Statements and Exhibits.

    ​

    ​

    ​

    ​

    Exhibit No.

    ​

    ​

    Description of Exhibit

    ​

    ​

    ​

    16.1

    ​

    Letter to the U.S. Securities and Exchange Commission dated March 7, 2025.

    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.

    ​

    ​

    ​

    ​

    ​

    ARCBEST CORPORATION

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    (Registrant)

    ​

    ​

    ​

    ​

    Date:

    March 7, 2025

    ​

    /s/ Michael R. Johns

    ​

    Michael R. Johns

    ​

    Chief Legal Officer and Corporate Secretary

    ​

    ​

    ​

    ​

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