What changed in this filing

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Item 1. Business

2026-03-11 compared with 2025-03-24 · 115 added, 129 removed, 215 unchanged (53% of the section changed)

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 provide ground transportation, air and ocean forwarding, intermodal drayage services and contract logistics across North and South America, Europe and Asia.

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

Forward was founded in 1981 in Greeneville, Tennessee.

In 2025, the Company changed its state of incorporation from Tennessee to Delaware and moved its headquarters from Greeneville to Dallas, Texas.

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

Omni Acquisition

As described in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Omni Acquisition”, on January 25, 2024 (the “ Closing Date ” ), we completed the acquisition of Omni Newco LLC (“Omni”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “ Merger Agreement ” , and as amended by Amendment No.

On January 25, 2024 (the “ Closing Date ” ), we completed the acquisition of Omni Newco LLC (“Omni”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “ Merger Agreement ” , and as amended by Amendment No.

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

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.

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

Services Provided

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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.

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

Expedited Freight.

We operate a comprehensive national network that provides expedited regional, inter-regional and national LTL services.

We operate a comprehensive network in the continental United States that provides expedited regional, inter-regional and national LTL services.

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.

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Omni Logistics.

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

We operate an asset-light, high-touch logistics and supply chain management operation 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.

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During the year ended December 31, 2025, Omni accounted for approximately 50% of our consolidated revenue.

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

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

Intermodal also offers dedicated contract and Container Freight Station (“CFS”) warehouse and handling services.

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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 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.

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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.

• Product Expansion.

A key part of our growth strategy is to offer the full suite of services to address our customers' comprehensive premium logistics needs.

With the combination of Forward Air and Omni Logistics we can now offer air/ocean forwarding or contract logistics to customers that have purchased our ground and intermodal products in the past.

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, like our expansion in Latin America.

• Transformation.

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

• Enhance Information Systems.

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Also, because Expedited Freight does not place significant size or weight restrictions on shipments, we generally do not compete directly with integrated air cargo carriers such as United Parcel Service and FedEx Corporation in the overnight delivery of small parcels.

The table below summarizes the average weekly volume of freight moving through our LTL network for each year since 2009.

The table below summarizes the average weekly volume of freight moving through our LTL network for each of the past six years.

Average Weekly

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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.

Expedited Freight’s primary office is located in Dallas, TX, with 76 additional locations spread across North America and Mexico.

These locations support our global shipping and logistical services.

Transportation

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

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.

Omni is our asset-light, high-touch logistics and supply chain management operation with customer relationships in high-growth end markets.

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

Omni offers contract logistics including warehousing and value-added services.

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.

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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:

Its core offerings include domestic freight, value-added warehousing and distribution and international freight:

• Domestic Freight

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• Reverse logistics, trade shows, project logistics, cold chain management, chain of custody and small pack.

• Value-Added Warehousing and Distribution

• Contract Logistics

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

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• 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.

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

Om ni has 125 service ce nters, primarily located in the United States and the Asia-Pacific region.

Transport Services

Transportation

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.

During 2025, substantially all of Omni’s direct transportation expenses

were provided by third-party transportation providers.

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’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.

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Intermodal utilizes a mix of Company-employed drivers, Leased Capacity Providers and 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.

During 2025, approximately 64% of Intermodal’s direct transportation expenses were provided by Leased Capacity Providers, 30% by Company-employed drivers, and 6% by third-party motor carriers.

We use the real-time global positioning data obtained from these devices to improve customer and driver service, and provide a high level of shipment visibility to our customers (including immediate proof of delivery signature capture).

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Intermodal’s customer base is primarily comprised of international freight forwarders, passenger and cargo airlines, beneficial cargo owners and steamship lines.

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.

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.

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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We believe competition in our segments is based primarily on quality of service, price, available capacity, on-time delivery, flexibility, reliability, security, transportation rates, location of facilities, and business relationships, and we believe we compete favorably with other transportation service companies in these areas.

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.

To that end, we believe our Expedited Freight segment has an advantage over other 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 asset and partner network allows us to react quickly and provide the correct service for the job.

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

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We market all of our services through a sales and marketing team located in major markets of the United States.

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, www.forward-intermodal.com, and omnilogistics.com.

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

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

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Through ongoing talent development, comprehensive compensation and benefits, and a focus on health, safety and employee well-being, we strive to help our employees in all aspects of their lives so they can do their best at work.

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

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

As of December 31, 2025, we had 6,062 full-time employees, which includes 1,994 freight handlers and an additional 294 part-time employees, the majority of which were freight handlers.

In 2025, none of our employees were covered by a collective bargaining agreement.

Talent Management

Our talent processes are integrated into the Forward Air business strategy, and are a key component to recruiting, hiring, developing, rewarding and retaining top-performing talent.

Our performance management approach includes goal setting that is directly linked to the strategic direction of the company, supported by ongoing feedback from managers and a formal annual review process that aligns with our compensation strategy.

This structure helps ensure clarity of expectations, accountability, and alignment across the organization.

We also maintain a formal talent review process that works in connection with performance management to support career development and succession planning at both the individual and organizational levels.

This process is designed to identify development opportunities, support leadership continuity, and meet the long-term strategic needs of the business.

Developing talent and leaders at all levels of the organization is critical to our long-term success.

We offer a range of development programs, including early career, technical, leadership, and management initiatives, along with broader learning opportunities designed to support employee growth and skill development.

These efforts reinforce our values, support effective collaboration, and help ensure our workforce is prepared to meet evolving business needs.

We also partner with academic institutions and external professional organizations to enhance professional development opportunities across the organization.

Compensation & Benefits

We regularly benchmark our jobs to ensure our compensation and benefit practices are competitive.

We are committed to providing a total reward package that is market-competitive and performance-based and drives innovation and operational excellence.

Our compensation and benefit programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with and drives shareholder value.

Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on experience, skills, proficiency, and performance to attract and retain key talent.

In addition to salaries, our compensation programs include annual incentive bonuses and stock awards, dependent upon the position and level of the employee.

We also offer a retirement savings plan with a company match as well as a portfolio of market-competitive benefits.

Roadway Health and Safety

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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 C apacity Providers who have zero moving violations or accidents on a quarterly basis.

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 personal vehicle.

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

In 2025, 211 Leased Capacity 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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All of our employees are assigned to training courses as part of onboarding and employees may be assigned additional refresher trainings based on corrective action or identified risk.

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 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.

Building upon our core values, our employees value learning from different perspectives and welcome the opportunity to work with those of diverse backgrounds.

Through our D&I initiatives, employees take part in robust training, such as understanding diversity, generational awareness, and emotional intelligence.

We also provide our employees with Employee Resource Groups to help foster a diverse and inclusive workplace as well as provide for the growth and development of underrepresented groups.

We regularly review surveys of market rates for jobs to ensure our compensation practices are competitive.

We are committed to providing total rewards that are market-competitive and performance-based, driving innovation and operational excellence.

Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives shareholder value.

Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent.

In addition to salaries, our compensation programs include annual incentive bonuses, stock awards, and participation in a retirement savings plan, dependent upon the position and level of employee.

We also invest in talent development initiatives to support the ongoing career development of all employees, including learning workshops that target all levels of employees.

We manage a trailer pool that is utilized by all of our businesses to move freight through our networks.

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

As of December 31, 2025, there were 4,730 owned trailers in our fleet with an average age of approximately eight years.

In addition, as of December 31, 2025, we also had 133 leased trailers 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.

As of December 31, 2025, we had 297 and 450 owned and leased tractors and straight trucks, respectively, in our fleet, with an average age of approximately seven years.

Corporate Sustainability

We embrace a comprehensive approach to sustainability that addresses Environmental, Social, and Governance (“ESG”) factors.

Our integrated framework focuses on three pillars:

(i) People and Communities;

(ii) Customer;

and (iii) Environment.

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:

Our sustainability strategy is organized around four impact areas—People, Planet, Customer, and Community—which together reflect the topics most relevant to our business and our stakeholders.

These areas build on the material topics identified through our 2020 assessment, which utilized the Sustainable Accounting Standards Board (SASB) standards and a third-party stakeholder review.

That assessment identified ten priority areas that continue to anchor our work:

• Roadway Health & Safety

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• Responsible Supplier Practices

• Diversity, Equity, Inclusion, and Belonging (DEI&B) Practices

• Green House Gas (GHG) Emissions Reduction Practices

• Community Impact & Partnerships

• Engagement and Connectivity Practices • Green House Gas (GHG) Emissions Reduction

• Community Impact & Partnerships Practices

• Air Quality Practices

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 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.

We also completed our Task Force on Climate-Related Financial Disclosures analysis (“TCFD”) and submitted to CDP, a not-for-profit charity that runs the global disclosure system.

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

We are committed to maintaining safe facilities for our employees, independent contractors, customers and partners.

As part of this pillar, we focus on Roadway Health & Safety, Workplace Health & Safety, Independent Contractor Practices, and DEI&B Practices.

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 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.

We are committed to supporting and giving back to the communities where we live and work, particularly through the support of our employee Veterans, and to the community of Veterans in North America.

For instance, we continue to support our Veterans through our charitable organization, Operation:

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

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.

We also partner with non-profit organizations that positively impact our communities and our industry such as Truckers Against Trafficking, Women in Trucking and Drexel Hamilton.

We are committed to providing the industry’s highest quality service in delivering on our customers’ expectations.

We continue to invest in the resources and structures necessary to manage sustainability-related risks and opportunities across the enterprise.

Oversight of our sustainability strategy, performance, and continuous-improvement activities is maintained by dedicated ESG leadership.

The Corporate Governance and Nominating (CG&N) Committee has responsibility for oversight of our sustainability-related efforts.

At least twice a year, management provides the CG&N Committee with updates on these topics, and at least annually, the Chair of the CG&N Committee reports to the full Board.

Since publishing our first ESG report in 2021, we have continued to mature our sustainability program through expanded governance, improved data collection, and enhanced disclosure practices.

These efforts have included establishing an internal ESG Steering Committee, completing annual greenhouse gas inventories, broadening data coverage, aligning disclosures with the Task Force on Climate-Related Financial Disclosures framework, and participating in external disclosure platforms such as CDP.

Over time, we have also advanced emissions-reduction initiatives, improved customer-facing carbon accounting capabilities, and published annual ESG reports reflecting the continued evolution of our program.

In 2025, we continued strengthening our sustainability foundation while transitioning from an ESG report to a more comprehensive Sustainability Report aligned with our four-pillar structure.

Key efforts included integrating emissions data from our combined network, enhancing customer-facing carbon accounting methodologies, advancing evaluations of future low-carbon and electrification opportunities, and expanding employee and community engagement activities across our operations.

We also further matured our governance and disclosure practices through external benchmarking and assurance, including completing our first EcoVadis submission and obtaining limited third-party assurance of our combined greenhouse gas inventory.

Details around the four impact areas—People, Planet, Customer, and Community—supporting our ESG strategy are as follows:

We are committed to supporting a safe, engaged, and connected workforce across our operations.

As part of this pillar, we focus on Roadway Health & Safety, Workplace Health & Safety, Independent Contractor Practices, and Engagement & Connectivity Practices.

We maintain and continuously monitor comprehensive health and safety programs designed to prevent workplace incidents and promote a strong safety culture for employees and independent contractors.

These programs include facility-level safety procedures and a company-wide Emergency Preparedness Plan aligned with Occupational Safety and Health Administration standards.

We are also committed to fostering a workplace culture that supports engagement, belonging, and professional growth.

In 2020, we established an Engagement & Connectivity Council to strengthen employee connection, participation, and collaboration across the organization.

Since its formation, we have implemented initiatives including paid parental leave, floating paid holidays, and internal programs that recognize and celebrate employee perspectives and shared experiences.

We are committed to delivering reliable, high-quality transportation services that meet our customers’ operational and sustainability expectations.

As part of this pillar, we focus on Measurement & Disclosure, Information Security, and Responsible Supplier Practices.

We remain committed to transparent and sustainable business practices.

As part of this ongoing commitment, we have transformed and innovated several of our digital and cloud technologies to create more efficient and integrated processes.

We deploy various programs, including Safety and Environmental Management Systems, to collect meaningful data that is communicated with all divisions and management.

We have also employed proactive measures to protect our network, computer systems and data from cyber threats, in part, by creating a robust Information Security program in early 2020.

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 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 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.

We support transparent and responsible business practices through continued investment in digital, cloud-based, and data-management systems that improve operational efficiency and performance measurement.

We deploy Safety and Environmental Management Systems and related tools to collect and communicate relevant information across business units and leadership teams.

We maintain a robust Information Security program designed to protect our network, systems, and data from cybersecurity threats.

Our program aligns with National Institute of Standards and Technology requirements, and we continue to enhance our infrastructure and controls to address evolving risks.

Through our Responsible Supplier Practices, we seek to better understand the sustainability priorities of our suppliers and customers.

We are enhancing internal data-tracking capabilities and exploring opportunities to broaden supplier engagement and participation over time.

We are committed to promoting a healthier natural environment by pursuing continuous improvement across our operations and participating in industry efforts that advance environmental performance.

As part of this pillar, we focus on GHG Emissions Reduction Practices and Air Quality Practices.

As a transportation company, we are conscious of the environmental effects of our operations and are committed to tracking and reducing our GHG emissions and improving our energy efficiency.

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

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.

SmartWay is a certification from the U.S.

Environmental Protection Agency (“EPA”) verifying company compliance with EPA regulations, including fuel efficiency ranges and emission standards.

To learn more about our ESG strategy and all our focus areas, visit our ESG website, https://forwardair.metrio.net/ , also accessible through our investor relations site.

The information in our ESG report is not incorporated into, and is not a part of, this report.

We are committed to making our results count and will continue to update our future disclosures accordingly.

As a transportation and logistics company, we recognize the environmental impacts associated with our operations.

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

We are currently updating our ESG roadmap to reflect our combined operations following the integration with Omni Logistics.

We also continue to participate in industry programs that promote fuel efficiency and emissions reduction, including maintaining SmartWay certification through the U.S.

Environmental Protection Agency.

Community is a core element of our sustainability framework and reflects the continued growth and maturation of our engagement efforts.

We are evolving from localized charitable activities to a more structured, enterprise-wide approach that integrates employee engagement, strategic partnerships, and coordinated initiatives across our operations.

The central focus of this work is long-standing support for veterans and military families, including a strategic partnership with Hope for the Warriors, which we primarily support through organizing our annual Drive for Hope fundraising event and related community initiatives.

These efforts are aligned with our values, support the communities where we live and work, and reinforce our role as a trusted and engaged corporate partner.

Community initiatives are managed as part of our broader sustainability strategy and are informed by employee participation, stakeholder priorities, and ongoing evaluation of impact.

To learn more about our sustainability strategy and focus areas, visit our sustainability website at omnilogistics.com/our-impact/ or at forwardair.com/ourimpact.

Details are also accessible through our investor relations site.

The information

contained in our Sustainability Report is not incorporated into, and does not form a part of, this report.

We will continue to refine our disclosures and report on progress as our sustainability efforts evolve.

Risk Management and Litigation

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Risk Retention Frequency Layer Policy Term

Expedited Freight

LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2024 to 10/1/2025

Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2024 to 10/1/2025

LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2024 to 10/1/2025

Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2024 to 10/1/2025

$ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2025 to 10/1/2026

$ 5,000 Policy Term Aggregate 2

$5,000 to $20,000 10/1/2025 to 10/1/2028

¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.

² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.

Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $100 deductible per occurrence for our brokered services.

Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 per occurrence.

Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $25 thousand deductible per occurrence for our brokered services.

Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 thousand per occurrence.

We cannot guarantee that our self-insurance retention levels will not increase and/or that we may have to agree to more unfavorable policy terms as a result of market conditions, poor claims experience or other factors.

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We do not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

We are regulated by various United States and state agencies, including the DOT.

We are regulated by various federal and state agencies, including the DOT.

The DOT and the Federal Motor Carrier Safety Administration (“FMCSA”), an agency within the DOT, manages a Compliance, Safety, Accountability initiative (“CSA”) which governs matters such as safety requirements and compliance, registration to engage in motor carrier operations, drivers’ hours of service (“HOS”) requirements, and certain mergers, consolidations, and acquisitions.

We are also subject to laws and regulations under the United States Environmental Protection Agency and the Occupational Safety and Health Administration, which regulate safety, the supervision of hazardous materials, water discharges, air emissions, solid waste disposal and the release and cleanup of other substances.

We are also subject to laws and regulations under the EPA and the Occupational Safety and Health Administration, which regulate safety, the supervision of hazardous materials, water discharges, air emissions, solid waste disposal and the release and cleanup of other substances.

These regulatory authorities have broad powers, generally governing matters such as authority to engage in motor carrier operations, as well as motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions and periodic financial reporting.

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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.

We maintain a variety of service marks and trademarks specific to our 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.

We aim to protect 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:

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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 IVIA Services, LLC, we hold 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.

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Available Information

We file reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K.

other reports and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended from time to time.

We file reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended from time to time.

We are an electronic filer and the SEC maintains an Internet site at www.sec.gov that contains these reports and other information filed electronically.

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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