What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-24 compared with 2024-03-15 · 129 added, 104 removed, 215 unchanged (52% of the section changed)

Forward Air Corporation (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light freight and logistics company.

We provide less-than-truckload (“LTL”), truckload and intermodal drayage services across the United States and in Canada and Mexico.

Forward Air Corporation (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light provider of transportation services.

We provide less-than-truckload (“LTL”), truckload and intermodal drayage services and freight brokerage and supply chain services across North and South America, Europe and Asia.

Globally, we provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets.

We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling.

We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures.

Forward Air was formed as a corporation under the laws of the State of Tennessee on October 23, 1981.

Forward was formed as a corporation under the laws of the State of Tennessee on October 23, 1981.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “FWRD”.

Discontinued Operations

In December 2023, our Board of Directors approved a strategy to divest of the Final Mile business (“Final Mile”), and the sale of Final Mile was completed on December 20, 2023.

Final Mile provided delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout the United States.

As a result of the divestiture of the Final Mile business, the results of operations for Final Mile are presented as a discontinued operation in our Consolidated Statements of Comprehensive Income for all periods presented and all assets and liabilities were reflected as “Assets and liabilities held for sale” in our Consolidated Balance Sheets for the prior period.

On April 23, 2020, we made a decision to divest of Pool and the sale was completed on February 12, 2021.

As a result, the results of Pool were classified to “Loss from discontinued operation, net of tax” in our Consolidated Statements of Comprehensive Income for the year ended December 31, 2021.

Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and were allocated to continuing operations.

Omni Acquisition

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1, dated as of January 22, 2024, the “Amended Merger Agreement”) (the “Omni Acquisition”).

This acquisition and the related debt are discussed in detail within Note 3, Acquisitions to our Consolidated Financial Statements included in this Form 10-K.

Omni, founded in 2000 and headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with deep customer relationships in high-growth end markets.

Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to United States-based customers operating both domestically and internationally.

Omni provides business-to-business (“B2B”) solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni.

Core Offerings

Omni focuses on providing customized logistics solutions for high-value, mission-critical freight for some of the industry’s most demanding customers.

Its core offerings include:

• Value-Added Warehousing and Distribution

◦ Global warehousing and distribution and e-commerce fulfillment solutions, including inventory management, cross docking, kitting and pick and pack;

◦ Free Trade zone and bonded warehouse capabilities;

◦ System level testing, tape and reel, ink/laser marking, repair, splitting, baking, kitting, packing, binning and returns management.

• International Freight

◦ Primarily focused on Asia to the United States and Intra-Asia air transportation;

◦ International compliance and customs brokerage ensure stringent compliance requirements are met while expediting delivery times.

• Domestic Freight

◦ Partnering with leading carriers to provide a full menu of less-than-truckload (“LTL”), expedited and truckload services based on various time requirements;

◦ Specialized delivery for high-value freight, including white glove and team delivery, installation, unpacking, debris removal, light assembly, repackaging, inspection and crating/uncrating;

◦ Supply chain engineering, appointment scheduling, site survey, track and trace, 24-hour call center and database management;

◦ Air charter, next flight out, hand carry and other expedited services;

◦ Reverse logistics, tradeshows, project logistics, cold chain management, chain of custody and small pack;

◦ Internal linehaul network provides a competitive advantage in the middle mile through cost and service quality controls.

Customer and Go-To Market Strategy

Omni’s sales force is focused on servicing the global supply chain of United States-based customers with support from a centralized solutions team with cross-functional expertise dedicated to supporting the salespeople in global multi-modal supply chain solutions.

Omni deploys global, multi-modal capabilities, which allows the salespeople to partner across customers’ organizations and supply chains by offering a comprehensive suite of global services.

The Omni acquisition and the related debt are discussed in detail within Note 3, Acquisitions to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Services Provided

Our services are classified into two reportable segments:

Expedited Freight and Intermodal.

Our services are classified into three reportable segments:

Expedited Freight, Omni Logistics , and Intermodal.

For financial information relating to each of our business segments, see Note 12, Segment Reporting to our Consolidated Financial Statements included in this Form 10-K.

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Expedited Freight offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services.

We have, and plan to continue to grow our LTL geographic footprint through greenfield start-ups as well as acquisitions.

During the year ended December 31, 2023, Expedited Freight accounted for 80.0% of our consolidated revenue.

During the year ended December 31, 2024, Expedited Freight accounted for approximately 44% of our consolidated revenue.

Omni Logistics.

An asset-light, high-touch logistics and supply chain management company with deep customer relationships in high-growth end markets.

During the year ended December 31, 2024, Omni accounted for approximately 47% of our consolidated revenue.

We provide first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.

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Intermodal operates primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast.

We have, and plan to grow Intermodal’s geographic footprint through greenfield start-ups where we do not have an acceptable acquisition target, as well as acquisitions.

During the year ended December 31, 2023, Intermodal accounted for 20.0% of our consolidated revenue.

Our strategy is to take advantage of our core competencies in precision execution to provide asset-light freight and logistics services to profitably grow in the premium segments of the markets we serve.

Principal components of our efforts include:

• Expand Service Offerings and Terminal Footprint.

A key part of our growth strategy is to offer new and enhanced services that address our customers’ premium transportation needs.

Over the past few years, we added or enhanced LTL pickup and delivery, expedited truckload, temperature-controlled shipments, warehousing, drayage, customs brokerage and shipment consolidation and handling services.

During the year ended December 31, 2024, Intermodal accounted for approximately 9% of our consolidated revenue.

In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value.

The Board will consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis.

In addition, we strive to take advantage of our core competencies in precision execution to provide asset-light freight transportation services to profitably grow in the premium segments of the markets we serve.

• Expand Service Offerings and Service Footprint.

A key part of our growth strategy is to offer new and enhanced services that address our customers’ premium logistics needs.

Over the past few years, we added or enhanced our logistics solutions offerings, LTL pickup and delivery, expedited truckload, temperature-controlled shipments, warehousing, drayage, customs brokerage and shipment consolidation and handling services.

These services benefit our existing customers and increase our ability to attract new customers.

Another part of our key growth strategy is to pursue geographic expansion in under penetrated markets to better meet the current and future needs of customers.

As a result, we plan to invest in new terminals, in our trailer fleet and technology to enable us to efficiently handle the increased freight in the new markets.

• Manage Pricing and Freight Characteristics.

Our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our LTL network efficiently and more profitably.

Over the past several years, we have implemented initiatives to improve the freight characteristics in our LTL network that has allowed us to increase our yield and revenue per shipment.

• Continue to Focus on Delivering Best-in-Class Service.

Another part of our key growth strategy is to pursue geographic expansion into under-penetrated markets to better meet the current and future needs of customers.

As a result, we plan to invest in new locations, in our asset base, and in technology to enable efficient handling of increased freight in new markets.

• Transformation.

On January 25, 2024, we completed the Omni Acquisition, which has allowed us to expand our operations both domestically and internationally.

We plan on strategically transforming the combined company through which we go to market, the human capital needs of our larger and more diverse service enterprise, the systems we utilize in order to streamline our joined cost structure, and focusing our teams efforts around our service offerings as opposed to our historical approach.

• Delivering Best-in-Class Service.

The foundation of our growth strategy is our commitment to provide our customers with the most reliable and damage-free alternative for their shipments.

Commitment to precision execution service is valued by customers and allows us to charge fair compensation for our services and positions us to improve market share.

• Pursue Strategic Acquisitions.

We continue to evaluate and pursue acquisitions that help expand geographic reach while gaining the business base of the acquired entity.

In 2014 we created the foundation for what is our Intermodal segment by acquiring Central States Trucking Co.

Since the acquisition of CST, we have completed fifteen additional intermodal acquisitions.

In May 2021, we acquired J&P Hall Express Delivery to expand the expedited LTL footprint across the Southeast.

In January 2023, we acquired Land Air Express to accelerate the expedited LTL footprint expansion in the middle part of the United States.

On January 25, 2024, shortly after the fiscal year end of this report, we completed the Omni Acquisition which will allow us to expand our operations both domestically and internationally.

• Manage LTL Pricing and Freight Characteristics.

Our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our LTL network efficiently and more profitably.

• Enhance Information Systems.

We are committed to the development and enhancement of our information systems to provide competitive service advantages and increased productivity.

We are committed to developing information system enhancements that will provide competitive service advantages and increased productivity.

We believe our information systems have and will assist us in capitalizing on new business opportunities with existing and new customers.

The following describes in more detail the operations of each of our reportable segments:

Expedited Freight and Intermodal.

Expedited Freight, Omni Logistics, and Intermodal.

Expedited Freight

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Our Expedited Freight network encompasses approximately 96% of all continental United States zip codes, with service in Canada and Mexico.

During 2023, approximately 30% of the freight handled by our LTL network was for overnight delivery, approximately 58% was for delivery within two to three days and the balance was for delivery in four or more days.

During 2024, approximately 24.0% of the freight handled by our LTL network was for overnight delivery, approximately 63.6% was for delivery withi n two to three days and the balance was for delivery in four or more days.

The average weekly volume of freight moving through our LTL network was approximately 54.3 million pounds per week and our average shipment weighed approximately 840 pounds in 2024.

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Year (In millions)

Expedited Freight’s primary office is located near Greenville TN, with 59 additional locations spread across North America and Mexico.

These locations support our shipping and logistical services to our growing international customer base.

Transportation

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Expedited Freight’s freight forwarder customers vary in size from small, independent, single facility companies to large, international logistics companies.

Our dependable service and wide-ranging service offerings also make Expedited Freight an attractive option for 3PL providers, which is one of the fastest growing segments in the transportation industry.

Our dependable service and wide-ranging service offerings also make Expedited Freight an attractive option for 3PL providers .

Integrated air cargo carriers use our network to provide overflow capacity and other services, including shipment of bigger packages and pallet-loaded cargo.

In 2023, Expedited Freight’s ten largest customers accounted for approximately 33% of its revenue and no single customer had revenue greater than 10% of Expedited Freight revenue for 2023.

In 2024, Expedited Freight’s ten largest customers accounted for approximately 27% of its revenue and no single customer had revenue greater than 10% of Expedited Freight revenue.

Omni Logistics

Omni, founded in 2000 and headquartered near Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.

Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally.

Also, Omni provides business-to-business solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni.

Core Offerings

Omni focuses on providing customized logistics solutions for high-value, mission-critical freight for some of the industry’s most demanding customers.

Its core offerings include:

• Domestic Freight

◦ Partnering with leading carriers to provide a full menu of LTL, expedited and truckload services based on various time requirements;

◦ Specialized delivery for high-value freight, including white glove and team delivery, installation, unpacking, debris removal, light assembly, repackaging, inspection and crating/uncrating;

◦ Supply chain engineering, appointment scheduling, site survey, track and trace, 24-hour call center and database management;

◦ Air charter, next flight out, hand carry and other expedited services;

◦ Reverse logistics, trade shows, project logistics, cold chain management, chain of custody and small pack;

• Value-Added Warehousing and Distribution

◦ Global warehousing and distribution and e-commerce fulfillment solutions, including inventory management, cross docking, kitting and pick and pack;

◦ Free Trade zone and bonded warehouse capabilities;

◦ System level testing, tape and reel, ink/laser marking, repair, splitting, baking, kitting, packing, binning and returns management;

• International Freight

◦ Primarily focused on Asia to the United States and Intra-Asia air transportation with expanding service offerings in other markets;

◦ International compliance and customs brokerage ensure stringent compliance requirements are met while expediting delivery times.

Omni’s primary office is located near Dallas, Texas, with other offices located around the globe in order to support their global supply chain customers.

Om ni has 109 service ce nters, primarily located in the United States and the Asia-Pacific region.

Transport Services

Omni primarily utilizes third-party transportation providers including ground, air and ocean transportation providers, and also utilizes a mix of Company-employed drivers.

During 2024, approximately 99% of Omni’s direct transportation expenses were provided by third-party transportation providers and 1% by Company-employed drivers.

Customer and Go-To Market Strategy

Omni’s customer base is primarily comprised of medium to large corporate customers providing goods in the technology, manufacturing and retail sectors, as well as other transportation companies that require additional supply chain solutions.

In 2024, Omni’s ten largest customers accounted for approximately 41% of its operating revenue with the first and second largest customers making up approximately 14% and 13% of that total.

Of those remaining, no single customer with revenue greater than 10% of Omni revenue for 2024.

Omni deploys global, multi-modal capabilities, which allows the salespeople to partner across customers’ organizations and supply chains by offering a comprehensive and a unique suite of global services to meet highly complex customer needs, including global logistics services, visibility and execution.

Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.

Intermodal also offers dedicated contract and CFS warehouse and handling services.

Intermodal also provides linehaul and local LTL service in the Midwest, as well as CFS warehousing services (e.g.

devanning, unit load device build-up/tear-down, and security screening) for air and ocean import/export freight at five of its Midwest terminals.

Intermodal also provides line haul and local LTL service in the Midwest, as well as CFS warehousing services (e.g.

devanning, unit load device build-up/tear-down, and security screening) for air and ocean import/export freight at five of its total network terminals.

Our Intermodal service differentiators include:

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Intermodal’s primary office is located in Oak Brook, Illinois.

Intermodal’s network consists of 30 locations primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast.

Intermodal’s network consi sts of 28 locati ons primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast.

Transportation

Intermodal utilizes a mix of Company-employed drivers, Leased Capacity Providers and third-party motor carriers.

During 2023, approximately 61% of Intermodal’s direct transportation expenses were provided by Leased Capacity Providers, 35% by Company-employed drivers, and 4% by third-party motor carriers.

During 2024, approximately 62.1% of Intermodal’s direct transportation expenses were provided by Leased Capacity Providers, 33.5% by Company-employed drivers, and 4.4% by third-party m otor carriers.

All of our Intermodal company and independent contractor tractors are equipped with computer tablets, which enable us to communicate with our drivers, plan and monitor shipment progress and monitor our drivers’ hours of service.

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In 2024, Intermodal’s ten largest customers account ed for approximately 27% of its operating revenue and had no single customer with revenue greater than 10% of Intermodal revenue for 2024.

Discontinued Operations

In December 2023, the Board approved a strategy to divest of the Final Mile business (“Final Mile”), and the sale of Final Mile was completed on December 20, 2023.

Final Mile provided delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout the United States.

We compete in the North American transportation and logistics services industry, and the markets in which we operate are highly competitive, very fragmented and historically have few barriers to entry.

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Expedited Freight also competes with LTL carriers, and to a lesser extent, integrated air cargo carriers and passenger and cargo airlines.

The Omni Logistics segment competes in the 3PL space with primary focus on freight forwarding, warehouse and distribution, specialized services, and customs brokerage and trade compliance.

Our Intermodal segment primarily competes with national and regional drayage providers.

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To that end, we believe our Expedited Freight segment has an advantage over other truckload and LTL carriers because Expedited Freight delivers faster, more reliable services between cities at rates that are generally significantly below the price to transport the same shipments to the same destinations by air.

We believe our Omni Logistics segment has a competitive advantage over other global freight forwarding and logistics solution providers because of our people, network, and technology.

We have a dedicated account management team for each customer, empowered to make quick decisions to service our customers.

Our asset and partner network allows us to react quickly and secure the correct asset for the job.

Our technology enables us to customize systems and automate processes, capturing delivery requirements and maintaining them for future shipments.

We prioritize collaborative partnerships with our customers, focusing on building trust and differentiation.

We emphasize understanding our client’s business priorities and challenges before designing a solution, aiming to be an extension of our client’s business and seamlessly blending with their operations.

We believe our Intermodal segment has a competitive advantage over other drayage providers because we deliver more reliable service while offering greater shipment visibility and security.

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Senior leadership is also actively involved in sales and marketing to national and local accounts.

We participate in trade shows and advertise our services through digital marketing channels, trade publications, and the Internet via www.tlxpedited.com, www.forwardair.com, www.forwardaircorp.com, and www.forward-intermodal.com.

Our websites promote and describe our services in addition to lead generation support.

The information on our websites is not part of this filing and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.

Generally, our operating results have been subject to seasonal trends when measured on a quarterly basis with the first quarter the weakest and the third and fourth quarters have been the strongest.

Generally, our operating results have been subject to seasonal trends when measured on a quarterly basis.

Typically, the first quarter is the weakest while the third and fourth quarters are the strongest.

This seasonal pattern has been the result of numerous factors such as economic conditions, customer demand, weather, and national holidays.

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The recruitment, training and retention of qualified employees is essential to support our continued growth and to meet the service requirements of our customers.

As of December 31, 2023, we had 4,014 full-time employees, 924 of whom were freight handlers and an additional 237 part-time employees, the majority of whom were freight handlers.

As of December 31, 2024, we had 6,319 full-time employees, which includes 1,992 freight handlers and an additional 267 part-time employees, the majority of which were freight handlers.

In 2024, none of our employees were covered by a collective bargaining agreement.

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We provide a quarterly safety bonus and annual vehicle giveaway to incentivize our Leased Capacity Providers to promote safe driving practices.

Both initiatives celebrate drivers of our Leased Capacity Providers who have zero moving violations or accidents on a quarterly basis.

Drivers who obtain four quarterly bonuses are eligible to win a new vehicle.

In 2023, 175 Leased Capacity Providers as well as Company-employed drivers qualified for the vehicle giveaway.

Both initiatives celebrate drivers of our Leased C apacity Providers who have zero moving violations or accidents on a quarterly basis.

Drivers who obtain four quarterly bonuses are eligible to win a new personal vehicle.

In 2024, 146 Leased Ca pacity Providers and Company-employed drivers qualified for the vehicle giveaway.

Looking ahead, we will continue to identify and promote programs that focus on the health and wellness for the drivers of our Leased Capacity Providers.

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We believe that our employees’ unique and diverse capabilities positively impact our success.

Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse board.

Since 2017, we added four female directors to our Board, two directors who identify as Hispanic, one director who identifies as African American and one director who identifies as Indian.

We are committed to further increase the percentage of diverse representation in our overall employee base as well as to further initiatives for compensation equity, employee engagement, development and inclusion.

Our commitment to diversity and inclusion starts at the top with a highly skilled and board with diverse experience and background.

We are committed to fostering a culture of diverse representation in our overall employee base as well as furthering initiatives for compensation equity, employee engagement, development and inclusion.

We believe that incorporating diversity and inclusion (“D&I”) initiatives into our everyday business practices enhances innovation and enables diversity of thought.

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We own the majority of the trailers we use, but we supplement at times with leased trailers.

As of December 31, 2023, we had 6,184 owned trailers in our fleet with an average age of approximately seven years.

As of December 31, 2024, there were 5,346 owned trailers in our fleet with an average age of approximately nine years.

In addition, as of December 31, 2024, we also had 351 leased trailers in our fleet.

As of December 31, 2023, we had 306 owned tractors and straight trucks in our fleet, with an average age of approximately four years.

In addition, as of December 31, 2023, we also had 683 leased tractors and straight trucks in our fleet.

As of December 31, 2024, we had 325 and 716 owned and leased tractors and straight trucks, respectively, in our fleet, with an average age of approximately six years.

Corporate Sustainability

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and (iii) Environment.

After completing an ESG assessment in 2020 utilizing the Sustainable Accounting Standards Board (SASB) standards and conducting a third-party stakeholder assessment, we identified ten ESG priority areas within these three pillars that we believe are relevant to our business and important to our employees, communities, customers, investors, partners and contractors, and which form the foundation for our sustainability strategy:

After completing an assessment in 2020 utilizing the Sustainable Accounting Standards Board (SASB) standards and conducting a third-party stakeholder assessment, we identified ten priority areas within these three pillars that we believe are relevant to our business and important to our employees, communities, customers, investors, partners and contractors, and which form the foundation for our sustainability strategy:

• Roadway Health & Safety

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• Air Quality Practices

Since 2019, we have deployed meaningful resources to manage sustainability risks and to capitalize on related opportunities for the benefit of our stakeholders.

In 2019, our Board amended the Corporate Governance and Nominating (“CG&N”) Committee Charter to give the CG&N Committee oversight over our ESG-related efforts.

We have deployed and continue to develop meaningful resources to manage sustainability risks and to capitalize on related opportunities for the benefit of our stakeholders, including by creating roles designed to maintain oversight of our vision, strategic planning, performance management, and improvement activities.

In addition, the charter of the Corporate Governance and Nominating Committee (the “CG&N Committee”) gives the CG&N Committee oversight over our sustainability-related efforts.

At least twice a year, the CG&N Committee is updated on each of these topics and provides feedback and direction that it deems appropriate.

At least annually, the Chair of the CG&N Committee will provide a report on these topics to the full Board.

In 2020, we created the Head of Corporate ESG role to provide oversight of our ESG vision, strategic planning, performance management, and improvement activities.

In 2021, we published our first ESG Report and created our internal ESG Steering Committee, which oversees our company-wide ESG strategy and meets at least quarterly and on an as-needed basis.

In 2022, we streamlined our internal data collection process, completed our Greenhouse Gas (“GHG”) inventory, set measurable targets and goals, and published our second ESG report through the launch of our new ESG website which we will update annually with our progress.

The ESG report and new website are accessible through our investor relations site, https://ir.forwardaircorp.com/esg .

The information on our website and our ESG report are not incorporated into, and are not a part of, this report.

In 2021, we published our first ESG Report and created our internal ESG Steering Committee, which oversees our company-wide strategy and meets at least quarterly and on an as-needed basis.

In 2022, we streamlined our internal data collection process, completed our Greenhouse Gas (“GHG”) inventory, set measurable targets and goals, and published our second ESG report.

In 2023, we completed our GHG inventory, collected additional data, and published our third ESG report.

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Both our CDP report and new TCFD index are included on our website in the 2022 ESG report update.

In 2024, we expanded our emissions reduction efforts by implementing an idle time reduction program, improving carbon accounting granularity for our customers and investigating an EV pilot that will be further refined in 2025.

We also published our fourth ESG report and submitted to CDP for the second year in a row.

Our CDP report is included on our website in the 2023 ESG report update.

People and Communities

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For instance, we employ, maintain, and monitor a robust Health and Safety program for all of our workers which establishes procedures and policies to prevent workplace incidents.

As part of our assessment, we have identified improvement activities to develop a comprehensive Emergency Preparedness Plan (“EPP”) for all our facilities.

The EPP is under development and in compliance with Occupational Safety and Health Administration standards.

We also remain committed to fostering a more diverse, equitable and inclusive work environment.

In 2020, we created a Diversity, Equity, Inclusion, and Belonging (“DEI&B”) Council to promote employee inclusion and engagement.

As part of our program, we have implemented a comprehensive Emergency Preparedness Plan (“EPP”) at all our facilities.

The EPP is compliant with Occupational Safety and Health Administration standards.

We also remain committed to fostering a diverse and inclusive work environment.

In 2020, we created a DEI&B Council to promote employee inclusion and engagement.

Since the creation of the DEI&B Council, among other initiatives, we have implemented paid parental leave, launched Employee Resource Groups to foster an inclusive environment and celebrated different cultures by commemorating key diversity holidays, observances, celebrations and provided floating paid holidays.

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Forward Freedom, a manifestation of our ongoing commitment to Veteran-related causes.

In 2023, we hosted our second annual Drive for Hope Golf tournament where we raised $525,000 for Hope for the Warriors.

In 2024, we hosted our third annual Drive for Hope Golf tournament where we raised $350,000 for Hope for the Warriors.

Hope for the Warriors is a 501(c)(3) nonprofit whose mission is to care for and empower service members and military families challenged by the physical, moral and psychological effects of war.

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We are continuously deploying infrastructure to meet the National Institute of Standards and Technology requirements.

As part of our Responsible Supplier program, we work to understand the ESG goals of both our suppliers and customers.

We are establishing new data tracking infrastructure and exploring opportunities to grow our supplier diversity program and partnerships.

As part of our Responsible Supplier program, we work to understand the sustainability goals of both our suppliers and customers.

We are establishing new data tracking infrastructure and exploring opportunities to grow our supplier diversity program and partnerships, including by establishing future outreach initiatives designed to identify diverse suppliers.

We aim to establish supplier diversification goals in the coming years.

We are committed to promoting a healthier natural and built environment by striving for continuous environmental improvements in all aspects of our business.

We are committed to promoting a healthier, natural environment by striving for continuous environmental improvements in all aspects of our business.

Environmental leadership requires not only our own action, but transparency and participation in the industry, including conversations about innovations and advancements that make a difference.

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We have established a preliminary goal to reduce absolute Scope 1 and Scope 2 GHG emissions (combined) by 2030 from a 2021 base year.

As part of this goal, in 2022, we partnered with carbon capture company Remora, reserving ten of its mobile devices for a pilot project expected to launch in the next two years.

We are currently updating our ESG roadmap to align our previously stated carbon reduction goals with our new operations as a joint organization with Omni Logistics.

We are also aligning with industry certifications, continuing to be a SmartWay certified company.

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We are also subject to employment laws and regulations, including the changing regulatory landscape, with the potential effects of California Assembly Bill 5 ("California AB5"), which introduced a new test for determining worker classification that is viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships.

Additionally, our Canada business activities are subject to similar requirements imposed by the laws and regulations of Canada, as well as its provincial laws and regulations.

Regulatory requirements, and changes in regulatory requirements, may affect our business or the economics of the industry by requiring changes in operating practices or by influencing the demand for and increasing the costs of providing transportation services.

Additionally, our international business operations are subject to requirements imposed by the laws and regulations of those jurisdictions.

In addition, Omni delivers international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services, primarily focused on Asia to the United States and Intra-Asia air transportation.

As an international freight forwarder, Omni is required to follow sanctions and export control regulations of the countries in which it operates and those relevant to the transaction in hand.

We are subject to and maintain compliance with various anti-corruption and anti-bribery statutes such as the Foreign Corrupt Practices Act, the UK Bribery Act 2010, and certain other foreign countries' equivalent statutes or programs in the countries in which we operate.

Service Marks

Through one of our subsidiaries, we hold the United States federal trademark registrations associated with the following service marks:

We maintain a variety of service marks and trademarks specific to our Forward and Omni business through our subsidiaries, which we believe are of significant value to our business.

As our brands evolve, certain of these marks may go out of use, and others may be developed over time.

We aim to prote ct these marks and other intellectual property as they are critical to our marketing strategy.

Through our subsidiary Forward Air Royalty, LLC, we hold the United States federal trademark registrations associated with the following service marks:

Forward (logo), circle design (logo), Forward Air, Forward Air (logos), Forward Air Complete, Forward Air Complete (logo), TQI, inc.

(logo), FAF, Inc.

(logo), Central States Trucking Co.

(logo), North America’s Most Complete Road Feeder Network, and Keeping Your Business Moving Forward.

We also hold an allowed federal trademark application for the Precision Execution logo.

We additionally have certain common law service mark rights, including in the tagline When It Matters, Think Forward, that are not currently registered with the United States Patent and Trademark Office.

We additionally have certain common law service mark rights, including in the tagline When It Matters, Think Forward, that is not currently registered with the United States Patent and Trademark Office.

As our brands evolve, certain of these marks may go out of use, and others may be developed over time.

Our marks are of significant value to our business.

Through our subsidiary Omni Logistics, LLC, we hold the (i) trademark applications and registrations associated with the Omni logo and word mark in Canada, Chile, China, Colombia, Ecuador, European Union, Hong Kong, Japan, Korea, Malaysia, Mexico, Peru, Singapore, Taiwan, Thailand, United Kingdom and the United States and (ii) United States federal trademark registration associated with the word mark LiVe Logistics.

Through our subsidiary Mach 1 Air Services, LLC, we hold the Mexican trademark registrations associated with the Mach 1 logo and word mark and with the tagline Others promise, we deliver.

Through our subsidiary Pacific Logistics, LLC, we hold the United States federal trademark registrations for PLC Pacific Logistics Corp.

(word mark) and PLC (word mark).

Through our subsidiary Trinity Logistics USA, Inc., we hold the word mark registration of Trinity Logistics in the European Union.

Through T L World (Private) Limited (Sri Lanka), we hold the trademark registration for Trinity Logistics (logo).

Through our subsidiary Bigger, Farther, Faster, LLC (d/b/a Ramp Logistics), we hold the United States federal trademark registration associated with the Ramp Logistics word mark and logo.

Through our subsidiary IVIA Services, LLC, we holds the United States federal trademark registration associated with the word mark IVIA.

Through our subsidiary Millhouse Logistics Services, LLC, we hold the United States federal trademark registration associated with the Millhouse logo.

Through our subsidiary A G World Transport, Inc., we hold the United States federal trademark registrations associated with the two AG logos.

Available Information

3 unchanged sentences

We make available free of charge through the Investor Relations portion of our website such reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

Our website address is www.forwardaircorp.com.

Our website address is www.forwardair.com.

Our goal is to maintain our website as a portal through which investors can easily find or navigate to pertinent information about us.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business