{"url_path":"/sec/arcb/8-k/2026-05-15/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/894405/0001104659-26-062502-index.html","accession_number":"0001104659-26-062502","cik":"0000894405","ticker":"ARCB","issuer_name":"ARCBEST CORP /TX/","edgar_url":"https://www.sec.gov/Archives/edgar/data/894405/0001104659-26-062502-index.html","primary_entity_key":"0000894405","primary_entity_name":"ARCBEST CORP /DE/"},"word_count":456,"has_tables":true,"body_markdown":"ITEM 3.03 – MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS\n\nOn May 15, 2026, ArcBest Corporation (Nasdaq: ARCB) (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with the Secretary of State of the State of Texas with a plan of conversion (the “Plan of Conversion”), and (iii) a certificate of formation with the Secretary of State of the State of Texas (the “Texas Charter” and, collectively with the certificates of conversion described in the preceding clauses (i) and (ii), the “Conversion Documents”).\n\nPursuant to the Conversion Documents, the Company converted from a Delaware corporation into a Texas corporation (the “Texas Reincorporation”) effective on May 15, 2026, at 9:35 a.m. Central Time (the “Effective Time”).\n\nThe following occurred at the Effective Time:\n\n●The Company’s domicile changed from the State of Delaware to the State of Texas.\n\n●The Company continues in existence as a Texas corporation and continues to operate its business under the current name, “ArcBest Corporation”. The Texas Reincorporation did not result in any change in headquarters, business, jobs, management, properties, location of any of its offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Texas Reincorporation and the cost of corporate franchise taxes).\n\n●The affairs of the Company ceased to be governed by Delaware corporate law and the Company’s existing Third Amended and Restated Certificate of Incorporation and Ninth Amended and Restated Bylaws, and are now instead governed by Texas corporate law, the Texas Charter and the bylaws approved by the Company’s board of directors (the “Texas Bylaws”).\n\n●Each outstanding share of common stock, par value $0.01 per share, of the Delaware corporation automatically converted into one outstanding share of common stock, par value $0.01 per share, of the Texas corporation.\n\n●The Company’s common stock continues to be traded on the Nasdaq Stock Exchange under the symbol “ARCB.”\n\nCertain rights of the Company’s stockholders were changed as a result of the Texas Reincorporation. A more detailed description of the Plan of Conversion, the Texas Charter, the Texas Bylaws and the effects of the Texas Reincorporation is set forth in the Company’s definitive proxy statement on Schedule 14A for the Company’s 2026 annual meeting of stockholders filed with the Securities and Exchange Commission on March 13, 2026 under “Proposal IV. To Approve the Reincorporation of the Company to the State of Texas by Conversion,” which description is incorporated herein by reference. Copies of the Plan of Conversion, the Texas Charter and the Texas Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}