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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-24 · 537 added, 706 removed, 979 unchanged (56% of the section changed)

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Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in this Annual Report on Form 10-K has been appropriately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures are not effective as of December 31, 2024 due to the material weakness in internal control over financial reporting described below.

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above.

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Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

Notwithstanding the foregoing conclusion, and notwithstanding the material weakness in our internal control over financial reporting described below, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S.

Generally Accepted Accounting Principles.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act.

Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance to management and the Board regarding the preparation and fair presentation of financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the framework set forth by the Committee on Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (“2013 Framework”).

During 2024, we acquired Omni.

Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company's internal control over financial reporting as of the end of the period covered by this report excludes any evaluation of the internal control over financial reporting of Omni.

SEC guidance permits the exclusion of an evaluation of the effectiveness of the registrant's internal control over financial reporting for an acquired business during the first year following such acquisition.

The Omni business (excluding intangible assets and goodwill) constitutes approximately 19% of total assets and 47% of net revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Through its assessment, management identified a material weakness in our internal control over financial reporting.

As a result of the complexities of the acquisition structure of Omni, our controls were not sufficiently precise over the Omni business combination, related income taxes, and the Omni impairment process.

Because of the material weakness, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

Ongoing Remediation Plan

Management is committed to remediating the material weakness in a timely manner.

Actions and steps we have already taken include enhancing the skill set and competencies of the accounting and finance team through new management since the close of the Omni Acquisition.

These actions include the hiring of qualified internal tax experts, the engagement of qualified external tax experts to assist with complex accounting matters for taxes, and we will engage qualified external subject matter experts on a timely basis as required in future transactions with significant complexity.

We have and will continue to implement more timely and enhanced review procedures to strengthen our non-routine and income tax control activities with improved documentation and technical oversight.

Based on our assessment, management concluded that, as of December 31, 2025, the Company's internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

Remediation of Material Weakness

As disclosed in Part II, Item 9A of our 2024 Form 10-K, we identified a material weakness as of December 31, 2024, related to the design and operation of internal controls pertaining to the Omni business combination, related income taxes, and the Omni impairment process.

During the year ended December 31, 2025, we completed the implementation of our previously disclosed remediation plan, which included enhancing the skill set and competencies of the accounting and finance team through new management since the close of the Omni business combination.

These actions included the hiring of qualified internal tax expertise, the engagement of qualified external tax experts to assist with complex accounting matters for taxes and engaging qualified external subject matter experts on a timely basis.

The enhanced internal and external expertise has provided additional

oversight and more timely and enhanced review procedures for non-routine transactions.

During the quarter ended December 31, 2025, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective.

As a result, we have concluded the material weakness has been remediated as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to the Omni Acquisition, we have begun integration and controls assessment activities.

In accordance with the SEC’s published guidance, because we acquired these operations during the fiscal year, we excluded these operations from our efforts to comply with Section 404 Rules for fiscal 2024.

Except for the changes in connection with the implementation of the remediation plan discussed above and the implementation of internal control over financial reporting at Omni, there has been no changes in our internal control over financial reporting identified in connection with the evaluation required by the Exchange Act Rules 13a-15(f) or 15d-15(f) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Forward Air Corporation

To the Shareholders and the Board of Directors

Forward Air Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Forward Air Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Forward Air Corporation (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness in the Company’s internal control over financial reporting as the result of ineffective design and operation of controls related to the accounting for the Omni Newco LLC (Omni) business combination within the following processes:

(i) initial purchase accounting (ii) accounting for the related income taxes, and (iii) accounting for impairment related to the Omni business.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Omni, which is included in the 2024 consolidated financial statements of the Company and constituted 19% of total assets as of December 31, 2024 and 47% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Omni.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive (loss) income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 24, 2025 which expressed an unqualified opinion thereon.

We have audited Forward Air Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 11, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

6 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

March 11, 2026

22 unchanged sentences

The response to this portion of Item 15 is submitted as a separate section of this report.

All financial statement schedules are omitted because the required information is not applicable, or because the information required is included in the consolidated financial statements and notes thereto.

EXHIBIT INDEX

2.1 Agreement and Plan of Merger, dated as of August 10, 2023 by and among, among others, Forward Air Corporation and Omni Newco LLC (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023).

2.1 Agreement and Plan of Merger, dated as of August 10, 2023 by and among, among others, Forward Air Corporation and Omni Newco LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023).

2.2 Amendment No.

1 to the Original Merger Agreement, dated January 22, 2024, by and among Forward Air Corporation and Omni Newco, LLC (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2024).

3.1 Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999 (File No.

3.2 Amended and Restated Bylaws of the registrant (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023).

3.3 Articles of Amendment to the Restated Charter of Forward Air Corporation (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

4.1 Form of Forward Air Corporation Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998 filed with the Securities and Exchange Commission on November 16, 1998 (File No.

Description of Capital Stock

1 to the Original Merger Agreement, dated January 22, 2024, by and among Forward Air Corporation and Omni Newco, LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2024).

2.3 Plan of Merger, dated as of April 30, 2025, by and between Forward Air Corporation and FA-Delaware Corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).

3.1 Amended and Restated Certificate of Incorporation of Forward Air Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on June 13, 2025).

3.2 Bylaws of Forward Air Corporation (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on June 13, 2025).

4.1 Description of Capital Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K 12B filed with the Securities and Exchang e Commission on June 13, 2025).

4.2 Indenture, dated as of October 2, 2023, by and among Clue Opco LLC (as successor to GN Bondco, LLC), as issuer, and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

4.3 First Supplemental Indenture, dated as of January 25, 2024, by and among Clue Opco LLC, as issuer, Forward Air Corporation and the other guarantors party thereto, as guarantors, and U.S.

10.1 * Forward Air Corporation 2005 Employee Stock Purchase Plan (incorporated herein by reference to the registrant's Proxy Statement filed with the Securities and Exchange Commission on April 20, 2005 (File No.

10.2 Air Carrier Certificate, effective August 28, 2003 (incorporated herein by reference to Exhibit 10.5 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission on March 11, 2004 (File No.

10.3 Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on February 23, 2018 (File No.

* Forward Air Corporation Amended and Restated Stock Option and Incentive Plan, as further amended and restated on February 7, 2013 (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2013 (File No.

First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed with the Securities and Exchange Commission on April 27, 2016 (File No.

* Form of Nonqualified Stock Option Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.44 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)

* Form of Performance Share Agreement under the registrant’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.45 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)

* Form of Notice of Grant of Performance Shares under the registrant’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2017)

* Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017 (File No.

10.10 * Amendment No.

1 to the 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 20, 2024).

* Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017 (File No.

Credit Agreement dated September 29, 2017 among Forward Air Corporation and Forward Air, Inc., as the borrowers, the subsidiaries of the borrowers identified therein as the guarantors, Bank of America, N.A., U.S.

Bank National Association and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2017)

First Amendment dated April 16, 2020 to Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S.

Bank National Association, as lender, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2020)

Second Amendment dated July 20, 2021 to Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S.

Bank National Association, as lender and the other lenders part thereto (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2021)

Third Amendment, dated December 29, 2021, to the Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S.

Bank National Association, as lender and the other lenders part thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2022)

* Employment Agreement, dated June 6, 2018, between Forward Air Corporation and Thomas Schmitt (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2018)

* Restrictive Covenants Agreement, dated June 6, 2018, between Forward Air Corporation and Thomas Schmitt (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2018)

Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019)

Form of Performance Share Agreement (EBITDA per Share) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019)

Garbrick Offer Letter dated as of June 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2021 (File No.

Form of CEO Nonqualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.35 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)

Form of Non-Qualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.36 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)

Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.37 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)

* Forward Air Corporation Executive Severance and Change in Control Plan Amended and Restated, effective as of October 25, 2021 (incorporated herein by reference to Exhibit 10.38 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)

Equity Purchase Agreement, dated December 20, 2023 by and between Forward Air Corporation, Forward Air Final Mile, LLC, FFM, LLC, Forward Air, Inc., FAF, Inc., and Hub Group, Inc.

(incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023)

10.1 Credit Agreement, dated as of December 19, 2023, by and among, GN Loanco, LLC, the other credit parties party thereto from time to time, Citibank, N.A.

and the lenders and L/C issuers party thereto from time to time (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

and the lenders and L/C issuers party thereto from time to time (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.2 Escrow Release Date Assumption and Joinder Agreement, dated as of January 25, 2024, among GN Loanco, LLC, Clue Opco LLC, Forward Air Corporation, the subsidiary guarantors party thereto and Citibank, N.A.

(incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.3 Escrow Release Date Incremental Revolving Amendment, dated as of January 25, 2024, among Clue Opco LLC, the credit parties party thereto from time to time, the lenders party thereto from time to time and Citibank, N.A.

(incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.4 Amendment No.

2, dated as of February 12, 2024, among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A.

(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2024).

10.5 Amendment No.

3, dated as of December 30, 2024, among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025).

10.6 * Forward Air Corporation 2005 Employee Stock Purchase Plan (incorporated herein by reference to the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2005).

10.7 * Forward Air Corporation Amended and Restated Stock Option and Incentive Plan, as further amended and restated on February 7, 2013 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2013).

10.8 * First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2016).

10.9 * Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017).

10.10 * Amendment No.

1 to the Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 20, 2024).

10.11 * Form of Nonqualified Stock Option Agreement under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017) .

10.12 * Form of Performance Share Agreement under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017) .

10.13 * Form of Notice of Grant of Performance Shares under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2017) .

10.14 * Form of Performance Share Agreement (Total Shareholder Return) under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019) .

10.15 * Form of Performance Share Agreement (EBITDA per Share) under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019) .

10.16 * Form of CEO Nonqualified Stock Option Agreement under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022) .

10.17 * Form of Non-Qualified Stock Option Agreement under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022) .

10.18 * Form of Performance Share Agreement (Total Shareholder Return) under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022) .

10.19 * Form of Restricted Share Retention Award Agreement under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

10.20 *† Form of Employee Restricted Share Award Agreement under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025).

10.21 * Forward Air Corporation 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025) .

10.22 * Form of Employee Performance Restricted Share Award Agreement under the Company’s 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).

10.23 * Form of Performance Share Agreement (Total Shareholder Return) under the Company’s 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).

10.24 *† Form of Employee Restricted Share Agreement under the Company’s 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).

10.25 * Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017).

10.26 * Forward Air Corporation 2025 Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).

10.27 * Form of Non-Employee Director Restricted Stock Agreement under the Company’s 2025 Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).

10.28 * Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan, effective as of October 25, 2021 (incorporated herein by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).

10.29 * First Amendment to the Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan, dated as of January 14, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025).

10.30 * Form of Enhanced Severance Program (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

10.31 * Form of Executive Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

10.32 *† Forward Air Corporation Executive Leadership Team Transaction Bonus Program (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025).

10.33 * Shawn Stewart Employment Agreement dated as of April 28, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024) .

10.34 * Participation and Restrictive Covenants Agreement, by and between the Company and Shawn Stewart, dated April 22, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024) .

10.35 * Jamie Pierson Offer Letter, dated as of July 3, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

10.36 * Participation and Restrictive Covenants Agreement, by and between the Company and Jamie Pierson, dated July 3, 2024 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

10.37 * James Faught Offer Letter, dated as of June 11, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

10.38 *† Jerome Lorrain Offer Letter, dated July 11, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2025).

10.39 * Separation and General Release Agreement, dated November 22, 2024, by and between the Company and Kyle Mitchin (incorporated herein by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025).

10.40 * Separation and General Release Agreement, dated December 7, 2024, by and between the Company and Chris Ruble (incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025).

10.41 *† Separation and General Release Agreement, dated February 3, 2025, by and between the Company and Rebecca Garbrick (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025).

10.42 Equity Purchase Agreement, dated December 20, 2023 by and between Forward Air Corporation, Forward Air Final Mile, LLC, FFM, LLC, Forward Air, Inc., FAF, Inc., and Hub Group, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023) .

10.43 Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, REP Omni Holdings, L.P.

and the other parties thereto (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, EVE Omni Investor, LLC and Omni Investor Holdings, LLC and the other parties thereto (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

and the other parties thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.44 Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, EVE Omni Investor, LLC and Omni Investor Holdings, LLC and the other parties thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.45 Investor Rights Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, REP Omni Holdings, L.P.

and Omni Investor Holdings L.P.

(incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

Tax Receivable Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, Central States Logistics, Inc., Clue Opco LLC and the members from time to time party thereto (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

Amendment No.

2, dated as of February 12, 2024, among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A.

(incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2024).

10.34 * Release and Separation Agreement, by and between the registrant and Thomas Schmitt, dated March 19, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)

10.35 * Shawn Stewart Employment Agreement dated as of April 28, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)

10.36 * Participation and Restrictive Covenants Agreement, by and between the registrant and Shawn Stewart, dated April 22, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)

10.37 Term Sheet for Opco LLC Agreement (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)

10.38 * Consulting Agreement, by and between the Company and Mr.

Pierson, dated May 20, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

10.39 * James Faught Offer Letter, dated as of June 11, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

10.40 * Jamie Pierson Offer Letter, dated as of July 3, 2024 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

10.41 * Participation and Restrictive Covenants Agreement, by and between the registrant and Jamie Pierson, dated July 3, 2024 (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

10.42 Form of Non-Employee Director Annual Compensation Agreements (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

10.43 * Form of Restricted Share Retention Award Agreement under the registrant's 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

10.44 * Form of Enhanced Severance Program (incorporated herein by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

Form of Executive Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).

10.46 # S eparation and General Release Agreement between Kyle Mitchin and Forward Air Corporation

10.47 # Separation and General Release Agreement between Chris Ruble and Forward Air Corporation

19.1 # Insider Trading Policy

Subsidiaries of the registrant

(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.46 Tax Receivable Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, Central States Logistics, Inc., Clue Opco LLC and the members from time to time party thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.47 Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2018).

10.48 Form of Non-Employee Director Annual Compensation Agreements (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).

16.1 Letter from Ernst & Young LLP, dated March 27, 2025 (incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2025).

19.1 Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025) .

21.1 # Subsidiaries of the Company

23.1 # Consent of KPMG, LLP, Independent Registered Public Accounting Firm

23.2 # Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Dodd-Frank Executive Officer Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on May 17, 2024 ).

101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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*Denotes a management contract or compensatory plan or arrangement

† Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit

# Filed herewith

% Furnished herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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/s/ Shawn Stewart

Chief Executive Officer

March 24, 2025

President and Chief Executive Officer March 11, 2026

Shawn Stewart

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James Faught (Principal Accounting Officer)

/s/ George Mayes Chairman and Director March 24, 2025

Amicarella Director March 24, 2025

/s/ Charles Anderson Director March 11, 2026

Charles Anderson

/s/ Valerie Bonebrake Director March 24, 2025

Valerie Bonebrake

Director March 11, 2026

4 unchanged sentences

Christine Gorjanc

/s/ Michael Hodge Director March 24, 2025

Michael Hodge

/s/ Jerome Lorrain Director March 24, 2025

Jerome Lorrain

/s/ Javier Polit Director March 24, 2025

/s/ Laurie A.

Tucker Director March 24, 2025

/s/ Jérôme Lorrain Executive Chairman and Director March 11, 2026

Jérôme Lorrain

/s/ Paul Svindland Director March 11, 2026

Paul Svindland

Annual Report on Form 10-K

Item 8, Item 15(a)(1) and (2), (a)(3), (b) and (c)

List of Financial Statements and Financial Statement Schedule

Financial Statements and Supplementary Data

List of Financial Statements

Financial Statements

Certain Exhibits

Financial Statement Schedule

Year Ended December 31, 2025

Forward Air Corporation

Greeneville, Tennessee

Forward Air Corporation

Form 10-K — Item 8 and Item 15(a)(1) and (2)

Index to Financial Statements and Financial Statement Schedule

Index to Financial Statements

The following consolidated financial statements of Forward Air Corporation are included as a separate section of this report:

Report of KPMG LLP , Independent Registered Public Accounting Firm (PCAOB ID:

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID:

Con solidated Balance Sheets — December 31, 20 2 5 and 202 4

Consolidated Statements of Comprehensive (Loss) Income — Years Ended December 31, 202 4 , 202 3 and 202 2

Consolidated Statements of Operati ons and Comprehensive (Loss) Income — Years Ended December 31, 202 5 , 202 4 and 202 3

C onsolidated Statements of Shareholders’ Equity — Years Ended December 31, 202 5 , 202 4 and 202 3

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Notes to Consolidated Financial Statements — December 31, 202 5

The following financial statement schedule of Forward Air Corporation is included as a separate section of this report.

Schedule II - Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Forward Air Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Forward Air Corporation and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in I nternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 11, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment of the Omni reporting unit

As discussed in Note 1 to the consolidated financial statements, the goodwill balance as of December 31, 2025 was $522,712 thousand, including $244,006 thousand for the Omni reporting unit.

The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that the fair value of a reporting unit may be below its carrying value.

The Company estimates the fair value of each reporting unit using a combination of the discounted cash flow (“DCF”) and market approach.

Under the DCF approach, fair value is estimated using a reporting unit’s estimated cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer.

During the year ended December 31, 2025, the Company did not recognize a goodwill impairment charge.

We identified the evaluation of the goodwill impairment assessment of the Omni reporting unit as a critical audit matter.

Specifically, subjective auditor judgment was required to evaluate the discount rate, because of the need to involve professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including a control related to the development of the discount rate.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used by management by comparing it to an independently developed discount rate range based on publicly available market data for comparable companies.

We have served as the Company’s auditor since 2025.

Dallas, Texas

March 11, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Forward Air Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Forward Air Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive (loss) income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of Forward Air Corporation (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 24, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for the Omni Newco LLC (Omni) Acquisition Customer Relationships

Description of the Matter During 2024, the Company completed its acquisition of Omni for total consideration of $2.3 billion as disclosed in Note 3 to the consolidated financial statements.

The transaction was accounted for as a business combination.

The consideration paid in the acquisition must be allocated to the acquired assets and liabilities assumed generally based on their fair value with the excess of the purchase price over those fair values allocated to goodwill.

Auditing the Company’s accounting for its acquisition of Omni was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the identified customer relationships, which totaled $903.8 million.

The significant estimation uncertainty was primarily due to the sensitivity of fair value to the significant underlying assumptions.

The significant assumptions used to estimate the value of the customer relationships are forecasted results (i.e., revenue, revenue growth and EBITDA margin), attrition rate, and discount rate.

These significant assumptions include forward-looking considerations and were based on expectations of future economic and market conditions.

How We Addressed the Matter in Our Audit To test the estimated fair value of the acquired customer relationships, we performed audit procedures that included, among others, evaluating the selection of the valuation methodology used, evaluating the significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We also involved our valuation specialists to assist with our evaluation of the methodology used by the company and significant assumptions used in the fair value estimates.

Goodwill Impairment Assessment of the Omni Logistics Reporting Unit

Description of the Matter As more fully described in Note 1 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level.

As of December 31, 2024, the Company’s goodwill balances totaled $522.7 million of which $244.0 million related to the Omni Logistics reporting unit.

The Company recorded total impairment of $1.03 billion related to the Omni Logistics reporting unit in 2024 based on both a discounted cash flow model and guideline public company approach to calculating fair value, with the estimated fair value less than carrying value.

Auditing management’s goodwill impairment test of the Omni Logistics reporting unit involved especially subjective judgements due to the significant estimation required in determining the fair value of the reporting unit.

In particular, the estimates of the fair value of the Company’s reporting unit were sensitive to assumptions such as the discount rate and expected future projected financial information (i.e., revenue, revenue growth, and EBITDA margin), which are affected by expectations about future market and economic conditions.

How We Addressed the Matter in Our Audit To test the estimated fair value of the Company’s reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions discussed above.

We compared the significant assumptions used by management to current industry and economic trends and other relevant factors.

We also evaluated the reasonableness of the guidelines public companies used to develop the fair value estimate of the Omni Logistics reporting unit.

We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the reporting unit.

We also tested the reconciliation of the aggregate estimated fair value of all the Company’s reporting units to the market capitalization of the Company.

Self-Insurance Loss Reserves

Description of the Matter The liability for self-insurance loss reserves totaled $65.1 million at December 31, 2024 which includes self-insurance reserves for vehicle liability claims.

The long-term portion of this liability was included in “Other long-term liabilities,” and the remainder was included in “Accrued expenses” on the Company’s Consolidated Balance Sheet.

As more fully described in Note 1 to the consolidated financial statements, the self-insurance reserves include estimates for both known claims and future claims development and are based on company-specific and industry data, as well as general economic information.

Auditing the Company’s self-insurance reserves for vehicle liability claims was complex, highly subjective and required significant judgment due to the actuarial techniques and significant assumptions used.

The Company utilizes actuarial analyses to evaluate open claims and estimate the ongoing development exposure.

The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and the expected costs to settle unpaid claims.

How We Addressed the Matter in Our Audit We tested internal controls over management’s review of the completeness and accuracy of data inputs used in the actuarial analysis and review of the actuarial assumptions and reserve calculations.

To test the self-insurance loss reserves for vehicle liability claims, our audit procedures included, among others, evaluating the methodologies used and the significant actuarial assumptions discussed above, as well as performing substantive procedures over underlying data and calculations used in the analyses.

We tested claims data by agreeing the data to supporting source documentation and payment information.

We evaluated whether changes to the reserves for known claims were being recognized timely based on the underlying available data and current estimates.

We involved actuarial specialists to assist in our evaluation of the actuarial methodologies used as well as to independently calculate a range of reserve estimates for comparison to the recorded reserves.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1991.

We served as the Company’s auditor from 1991 to 2025.

March 24, 2025

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Cash and cash equivalents $ 105,996 $ 104,903

Restricted cash equivalents 363 39,604

Restricted cash and restricted cash equivalents — 363

Accounts receivable, less allowance of $ 3,749 in 2025 and $ 3,269 in 2024

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Total current assets 521,001 472,500

Noncurrent restricted cash equivalents — 1,790,500

Property and equipment, net of accumulated depreciation and amortization of $ 340,021 in 2025 and $ 292,855 in 2024

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906,791 999,216

Other assets 71,941 58,863

Other long-term assets 58,023 71,941

Total assets $ 2,718,944 $ 2,802,641

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Other current liabilities 69,130 45,148

Current portion of debt and finance lease obligations 16,930 12,645

Current portion of finance lease obligations 15,995 16,930

Current portion of operating lease liabilities 107,026 96,440

Total current liabilities 428,325 384,046

Non-current liabilities:

Finance lease obligations, less current portion 22,387 30,858

Long-term debt, less current portion and debt issuance costs 1,675,930 —

Long-term debt held in escrow — 1,790,500

Liability from tax receivable agreement 13,295 —

Long-term debt 1,687,248 1,675,930

Liability under tax receivable agreement 11,548 13,295

Operating lease liabilities, less current portion 327,011 325,640

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Deferred income taxes 27,221 38,169

Total non-current liabilities 2,132,727 1,978,178

Shareholders' equity:

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no shares issued or outstanding in 2025 and 2024

Preferred stock, Class B, $ 0.01 par value:

Series B preferred stock, $ 0.01 par value:

Authorized shares - 15,000 ;

issued and outstanding shares - 10,088 in 2024 and none in 2023

issued and outstanding shares - 8,760 in 2025 and 10,088 in 2024

Common stock, $ 0.01 par value:

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Additional paid-in capital 559,551 542,392

Retained (deficit) earnings

( 338,230 ) 480,320

Accumulated other comprehensive loss ( 2,732 ) —

Accumulated deficit ( 447,100 ) ( 338,230 )

Accumulated other comprehensive income (loss) 580 ( 2,732 )

Total Forward Air shareholders' equity 113,344 201,728

201,728 764,261

Noncontrolling interest 48,320 84,140

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Forward Air Corporation

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share data)

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Impairment of goodwill — 1,028,397 —

1,028,397 — —

Total operating expenses 2,458,694 3,537,198 1,282,525

Income (loss) from continuing operations

( 1,062,936 ) 88,210 247,591

Other expense:

Income (loss) from operations 36,424 ( 1,062,936 ) 88,210

Other income and expense:

Interest expense, net ( 180,747 ) ( 189,215 ) ( 31,571 )

Foreign exchange gain

Foreign exchange (loss) gain ( 5,892 ) 1,093 —

Other income, net 3,018 1,226 —

Total other expense ( 183,621 ) ( 186,896 ) ( 31,571 )

( 186,896 ) ( 31,571 ) ( 5,138 )

Income (loss) before income taxes

( 1,249,832 ) 56,639 242,453

Income tax (benefit) expense

( 124,991 ) 13,836 63,039

Net income (loss) from continuing operations ( 1,124,841 ) 42,803 179,414

Income (loss) from discontinued operations, net of tax ( 6,387 ) 124,548 13,777

Income (loss) from continuing operations before income taxes ( 147,197 ) ( 1,249,832 ) 56,639

Income tax expense (benefit) ( 5,472 ) ( 124,991 ) 13,836

Income (loss) from continuing operations ( 141,725 ) ( 1,124,841 ) 42,803

Income (loss) from discontinued operation, net of tax — ( 6,387 ) 124,548

Net (loss) income $ ( 141,725 ) $ ( 1,131,228 ) $ 167,351

Net (loss) attributable to noncontrolling interest ( 33,929 ) ( 314,259 ) —

( 314,259 ) — —

Net (loss) income attributable to Forward Air $ ( 107,796 ) $ ( 816,969 ) $ 167,351

Basic net income (loss) per share:

Basic and diluted (loss) income per share attributable to Forward Air:

Continuing operations $ ( 3.51 ) $ ( 30.40 ) $ 1.64

Discontinued operations ( 0.23 ) 4.78 0.51

Net income per basic share $ ( 30.63 ) $ 6.42 $ 7.17

Diluted net income (loss) per share:

Discontinued operation — ( 0.23 ) 4.78

Net (loss) income per basic share 1

$ ( 3.51 ) $ ( 30.63 ) $ 6.42

Diluted net (loss) income per share:

Continuing operations $ ( 3.51 ) $ ( 30.40 ) $ 1.64

Discontinued operations — ( 0.23 ) 4.77

Net income per diluted share 1

Net (loss) income per diluted share 1

$ ( 3.51 ) $ ( 30.63 ) $ 6.40

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Net (loss) income $ ( 141,725 ) $ ( 1,131,228 ) $ 167,351

$ ( 1,131,228 ) $ 167,351 $ 193,191

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments 4,320 ( 2,732 ) —

Comprehensive (loss) income ( 1,133,960 ) 167,351 193,191

Comprehensive loss attributable to noncontrolling interest ( 314,259 ) — —

Comprehensive (loss) income attributable to Forward Air $ ( 819,701 ) $ 167,351 $ 193,191

Comprehensive income (loss) ( 137,405 ) ( 1,133,960 ) 167,351

Comprehensive income (loss) attributable to noncontrolling interest ( 32,921 ) ( 314,259 ) —

Comprehensive income (loss) attributable to Forward Air $ ( 104,484 ) $ ( 819,701 ) $ 167,351

1 Rounding may impact summation of amounts.

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Common Stock Preferred Stock - Class B Amount Preferred Stock - Class C Amount Additional

Capital Accumulated Other Comprehensive Loss Retained (Deficit) Earnings Non-controlling Interest Total

Capital Accumulated Other Comprehensive Income (Loss) Retained (Deficit) Earnings Non-controlling Interest Total

Shareholders’

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Net income — — — — — — — — 167,351 — 167,351

Stock options exercised 3 — — — — — 206 — — — 206

Common stock issued under employee stock purchase plan 11 — — — — — 800 — — — 800

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Balance at December 31, 2023 25,671 $ 257 — $ — — $ — $ 283,684 $ — $ 480,320 $ — $ 764,261

Net income — — — — — — — — 167,351 — 167,351

Common stock issued under employee stock purchase plan 11 — — — — — 800 — — — 800

Share-based compensation expense — — — — — — 12,012 — — — 12,012

Payment of dividends to shareholders — — — — — — 18 — ( 25,013 ) — ( 24,995 )

Payment of minimum tax withholdings on share-based awards ( 40 ) — — — — — — — ( 4,340 ) — ( 4,340 )

Repurchases and retirement of common stock ( 883 ) ( 9 ) — — — — — — ( 93,802 ) — ( 93,811 )

Issuance of share-based awards 121 1 — — — — ( 1 ) — — — —

Balance at December 31, 2023 25,671 $ 257 — $ — — $ — $ 283,684 $ — $ 480,320 $ — $ 764,261

Net loss — — — — — — — — ( 816,969 ) ( 314,259 ) ( 1,131,228 )

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Balance at December 31, 2024 29,761 $ 298 10 $ — — $ — $ 542,392 $ ( 2,732 ) $ ( 338,230 ) $ 84,140 $ 285,868

Net loss — $ — — $ — — $ — $ — $ — ( 107,796 ) ( 33,929 ) ( 141,725 )

Foreign currency translation adjustments — — — — — — — 3,312 — — 1,008 4,320

Share-based compensation expense — — — — — — 13,429 — — — 13,429

Payment of minimum tax withholdings on share-based awards ( 38 ) — — — — — — — ( 1,074 ) — ( 1,074 )

Issuance of share-based awards 242 2 — — — — ( 2 ) — — — —

Common stock issued under employee stock purchase plan 34 — — — — — 846 — — — 846

Series B - Conversions 1,328 13 ( 1 ) — — — 2,886 — — ( 2,899 ) —

Balance at December 31, 2025 31,327 $ 313 9 $ — — $ — $ 559,551 $ 580 $ ( 447,100 ) $ 48,320 $ 161,664

The accompanying notes are an integral part of the consolidated financial statements.

5 unchanged sentences

Net income (loss) from continuing operations $ ( 141,725 ) $ ( 1,124,841 ) $ 42,803

Adjustments to reconcile net income (loss) of continuing operations to net cash provided by operating activities of continuing operations:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 152,638 143,978 57,405

Impairment of goodwill — 1,028,397 —

Change in fair value of earn-out liability — — ( 294 )

Share-based compensation expense 13,429 10,188 11,495

Provision for revenue adjustments 3,249 3,635 5,091

Deferred income tax expense (benefit) ( 133,510 ) ( 8,893 ) 7,686

Deferred income tax benefit ( 10,948 ) ( 133,510 ) ( 8,893 )

Impairment of abandoned software project costs 19,765 — —

Other 11,504 14,917 ( 1,180 )

3 unchanged sentences

Other current and noncurrent assets ( 24,422 ) ( 15,085 ) 30,683

Accounts payable and accrued expenses ( 15,917 ) 36,661 12,766

Net cash (used in) provided by operating activities of continuing operations ( 69,015 ) 199,212 250,161

Accounts payable, accrued expenses and other liabilities 46,264 ( 15,917 ) 36,661

Net cash provided by (used in) operating activities of continuing operations 44,384 ( 69,015 ) 199,212

Investing activities:

11 unchanged sentences

Payment of debt issuance costs — ( 52,471 ) —

Proceeds from issuance of common stock upon stock option exercises — — 206

Payment of earn-out liability — ( 12,247 ) —

7 unchanged sentences

Effect of exchange rate changes on cash 791 1,013 —

Net (decrease) increase in cash, cash equivalents and restricted cash equivalents from continuing operations ( 1,840,420 ) 1,906,251 8,506

Net increase (decrease) in cash, cash equivalents and restricted cash equivalents from continuing operations 730 ( 1,840,420 ) 1,906,251

Forward Air Corporation

3 unchanged sentences

Cash from discontinued operation:

Net (used in) cash provided by operating activities of discontinued operations ( 6,387 ) ( 17,824 ) 8,929

Net cash provided by (used in) investing activities of discontinued operations — 258,525 ( 1,475 )

Net cash used in operating activities of discontinued operations — ( 6,387 ) ( 17,824 )

Net cash provided by investing activities of discontinued operations — — 258,525

Net cash used in financing activities of discontinued operations — — ( 240,701 )

Net (decrease) increase in cash, cash equivalents and restricted cash equivalents

( 1,846,807 ) 1,906,251 8,506

Net increase (decrease) in cash, cash equivalents and restricted cash equivalents 730 ( 1,846,807 ) 1,906,251

Cash, cash equivalents, and restricted cash equivalents at beginning of period of continuing operations 105,266 1,952,073 45,822

Cash at beginning of period of discontinued operations — — —

Net (decrease) increase in cash, cash equivalents and restricted cash equivalents ( 1,846,807 ) 1,906,251 8,506

Net increase (decrease) in cash, cash equivalents and restricted cash equivalents 730 ( 1,846,807 ) 1,906,251

Cash, cash equivalents, and restricted cash equivalents at end of period of continuing operations $ 105,996 $ 105,266 $ 1,952,073

Reconciliation of cash, cash equivalents, and restricted cash equivalents:

Reconciliation of cash, cash equivalents, and restricted cash and restricted cash equivalents:

Cash and cash equivalents $ 105,996 $ 104,903 $ 121,969

Restricted cash equivalents 363 39,604 —

Restricted cash and restricted cash equivalents — 363 39,604

Noncurrent restricted cash equivalents — — 1,790,500

Total cash, cash equivalents, and restricted cash equivalents shown in the statement of cash flow $ 105,996 $ 105,266 $ 1,952,073

$ 105,266 $ 1,952,073 $ 45,822

Non-cash activity:

11 unchanged sentences

The Company conducts business in North and South America, Europe, and Asia.

The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ) and truckload services.

The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ) and truckload services in the United States.

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

The Omni Logistics segment provides a full suite of global logistics services.

Services include air and ocean freight consolidation and forwarding, custom brokerage, warehousing and distribution, time-definite transportation services and other supply chain solutions.

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

Services include air and ocean freight consolidation and forwarding, custom brokerage, warehousing and distribution, value-added services, time-definite transportation services and other supply chain solutions.

Omni Logistics was acquired in January 2024.

The Intermodal segment provides 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.

The Company’s consolidated financial statements include Forward Air Corporation and its wholly-owned and majority owned domestic and foreign subsidiaries.

Opco, a Variable Interest Entity ("VIE") resulting from the Omni Acquisition, is consolidated into Forward Air Corporation.

The Company’s consolidated financial statements include Forward Air Corporation and its wholly-owned and majority owned domestic and foreign subsidiaries and any variable interest entities ("VIEs") resulting from the acquisition of Omni Newco LLC ("Omni Acquisition").

Intercompany accounts and transactions have been eliminated in consolidation.

A noncontrolling interest in a consolidated subsidiary represents the portion of equity (net assets) in a subsidiary, not attributable, directly or indirectly, to the Company.

Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheet and the presentation of net loss presents losses attributable to controlling and noncontrolling interests.

In the fourth quarter of 2023, the Company held interests in two wholly-owned subsidiaries of GN Bondco, LLC and GN Loanco, LLC, that were considered VIEs.

These VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity.

Consolidation of a VIE is required if a reporting entity is the primary beneficiary of the VIE.

Interests in these VIEs are evaluated to determine if the Company is the primary beneficiary.

This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to create and pass along, the relative power of each party, and to the Company’s obligation to absorb losses or receive residual returns of the entity.

The Company concluded that the VIEs should be consolidated as of December 31, 2023 because the Company had (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant.

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

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

The VIEs were acquired as part of the Omni Acquisition and assumed into the Company's consolidated subsidiaries as of January 25, 2024.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheet and the presentation of net (loss) income presents losses attributable to controlling and noncontrolling interests.

In December 2023, the Board of Directors (the “Board ”) of the Company 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 the Consolidated Statements of Comprehensive (Loss) Income for all periods presented.

In addition, assets and liabilities were reflected as “assets and liabilities held for sale ” in the Consolidated Balance Sheets for the prior period.

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 the Consolidated Statements of Operations and Comprehensive (Loss) Income for all periods presented.

Unless otherwise noted, amounts, percentages and discussion for all periods reflect the results of operations, financial condition and cash flows from the Company’s continuing operations.

Refer to Note 2, Discontinued Operation and Held for Sale, for further discussion.

Umbrella Partnership C Structure

In connection with the Omni Acquisition, the Company completed an entity restructuring where the Company created Clue Opco LLC ("Opco").

Opco is considered a VIE, and the Company is the managing member.

As the managing member of Opco, the Company operates and controls all of the business and affairs of Opco, and through Opco and its subsidiaries, conducts its business.

The Company holds the sole voting interest in, and controls the management of, Opco and has the obligation to absorb losses of and receive benefits from Opco, which could be significant.

The Company consolidated Opco in its consolidated financial statements and reports a noncontrolling interest related to the Opco Class B Units held by the members of Opco (other than the Class A Units held by the Company) on its consolidated financial statements.

All of the Company’s assets are held by, and all of its operations are conducted through Opco.

As of December 31, 2025 the Company holds 31,089 Class A Units in Opco and the existing direct and certain indirect former equity holders of Omni (“Omni Holders”) hold 8,760 units of Opco designated as “Class B Units” (“Opco Class B Units”) and 8,760 corresponding Company Series B Preferred Units which together are exchangeable into 8,760 common shares of the Company.

Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”).

Additionally, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement” or "TRA"), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Omni Acquisition.

Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5 % of (a) the total tax

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement.

The Company consolidates the financial results of Opco, and reports a noncontrolling interest related to the Opco Class B Units held by noncontrolling interest holders on its consolidated financial statements.

The noncontrolling interests on the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income represent the portion of the income attributable to the economic interests in Opco held by the noncontrolling holders of the Opco Class B Units calculated based on the weighted average noncontrolling interests’ ownership during the periods presented.

Upon conversion of any Opco Class B Units into common stock of the Company, the basis of the converted units is removed from the noncontrolling interest based on the change in the economic interests of Opco and recorded to common stock at par value and any excess is recorded to additional paid-in capital.

Use of Estimates

5 unchanged sentences

Assets and liabilities are translated to United States dollars at period-end exchange rates and income and expense items are translated at average rates of exchange prevailing during the period.

Translation adjustments are included in “Accumulated other comprehensive loss” in stockholders’ equity within the Consolidated Balance Sheets and gains and losses, which result from foreign currency transactions, are included in the Consolidated Statements of Comprehensive (Loss) Income.

Cash and Cash Equivalents

2 unchanged sentences

The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents.

Restricted Cash and Cash Equivalents

For the year ended December 31, 2024, we held $ 363 of restricted cash as collateral for Omni letters of credit.

Restricted cash equivalents and noncurrent restricted cash equivalents for the year ended December 31, 2023 totaled $ 39,604 which related to the amounts held in escrow in connection with the financing of the acquisition of Omni.

Allowance for Doubtful Accounts and Revenue Adjustments

3 unchanged sentences

The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience.

If circumstances change, expected recoverability of amounts due to the Company may change by a material amount.

Accounts are written off after all means of collection, including legal action, have been exhausted.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Property and Equipment

1 unchanged sentence

Depreciation is provided on a straight-line basis over the estimated useful lives of 30 to 40 years for building and improvements, three to ten years for equipment, the lesser of the estimated useful life or the initial lease term for leasehold improvements and five years for computer software.

Land is not depreciated and construction in progress is not depreciated until ready for service.

Expenditures for maintenance and repairs are charged to expense as incurred.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

For internally developed software, all costs incurred during planning and evaluation are expensed.

1 unchanged sentence

Capitalized software also includes software acquired for internal use.

In the fourth quarter of the year ended December 31, 2025, the Company recorded an impairment of $ 3,566 reflected in "Other operating expenses" for abandoned software development.

Property and equipment as of December 31, 2025 and 2024 consisted of the following:

9 unchanged sentences

Total property and equipment, net $ 297,882 $ 326,188

As of December 31, 2024 and 2023, the net book value of computer software included in property and equipment, net w as $ 13,876 and $ 7,361 , respectively.

For the years ended December 31, 2024, 2023 and 2022, amortization expense of computer software was $ 3,377 , $ 2,909 and $ 2,558 , respectively.

Property and equipment includes financed leased assets with cost of $ 78,267 and $ 75,168 , as of December 31, 2025 and 2024, respectively, and accumulated amortization of $ 42,100 and $ 30,805 , as of December 31, 2025 and 2024, respectively.

Cloud Computing Costs

1 unchanged sentence

Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred.

Capitalized software costs are amortized using the straight-line method over three to five years and are recorded in “Prepaid expenses” and “Other assets” in the Consolidated Balance Sheets.

Capitalized implementation costs are amortized using the straight-line method over three to five years and are recorded in “Prepaid expenses” and “Other assets” in the Consolidated Balance Sheets.

In the fourth quarter of the year ended December 31, 2025, the Company recorded an impairment of $ 16,199 reflected in "Other operating expenses" for abandoned software implementation costs.

Goodwill, Intangible Assets and Other Long-Lived Assets

1 unchanged sentence

A reporting unit is an operating segment or one level below an operating segment, for example, a component.

The Company’s reporting units are not its reportable segments.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

The annual test of goodwill was performed for each of the reporting units with goodwill balances as of June 30, 2024.

As a result of the annual test, a goodwill impairment charge totaling $ 1,028,397 was recorded which all relates to the Omni reporting unit.

The annual test of goodwill was performed for each of the reporting units with goodwill balances as of June 30 in 2025 and 2024.

To complete the Omni goodwill test, we determined the fair value of the reporting unit using the discounted cash flow model ("DCF") and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value using the market approach.

No reporting units were impaired as a result of the 2025 annual test, however the 2024 annual test resulted in a goodwill impairment charge totaling $ 1,028,397 which all relates to the Omni reporting unit.

This reporting unit was acquired on January 25, 2024.

2 unchanged sentences

Subsequent retrospective adjustments made during the three months ended September 30, 2024 and December 31, 2024, of $ 14,751 additional impairment and $ 79,095 reduction, respectively, resulted in $ 1,028,397 total goodwill impairment expense for the year ended December 31, 2024.

The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Consolidated Statement of Comprehensive (Loss) Income.

To complete the Omni goodwill test, we determined the fair value of the reporting unit using the DCF model and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value using the market approach.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Consolidated Statement of Operations and Comprehensive (Loss) Income.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Finite-Lived Intangible Assets and Other Long-Lived Assets

1 unchanged sentence

The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group.

The analysis differs from our goodwill impairment test in that an intangible or other long-lived asset is only deemed to have occurred if the sum of the forecasted undiscounted cash flows related to the assets being evaluated is less than the carrying value of the assets.

If the forecasted net cash flows are less than the carrying value, then the assets are written down to estimated value.

The analysis differs from our goodwill impairment test in that an intangible or other long-lived asset impairment is only deemed to have occurred if the sum of the forecasted undiscounted cash flows related to the assets being evaluated is less than the carrying value of the assets.

If the forecasted net cash flows are less than the carrying value, then the assets are written down to estimated fair value.

We did not identify any impairments of definite-lived assets for the year ended December 31, 2025 and 2024.

Changes in the estimates of forecasted net cash flows may result in future asset impairments that could be material to our results of operations.

Changes in the carrying amount of goodwill during the years ended December 31, 2025, 2024 and 2023 are summarized as follows:

2 unchanged sentences

Balance as of December 31, 2023 $ 141,720 $ — $ 136,986 $ 278,706

Acquisitions 20,629 — — 20,629

Acquisition adjustment — — 90 90

Acquisition — 1,272,403 — 1,272,403

Impairment — ( 1,028,397 ) — ( 1,028,397 )

Balance as of December 31, 2024 $ 141,720 $ 244,006 $ 136,986 $ 522,712

4 unchanged sentences

The TLS reporting unit operates within the Expedited Freight reportable segment.

As of December 31, 2024, approximate ly $ 336,600 of goodwill is deductible for tax purposes.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

The Company amortizes certain acquired identifiable intangible assets on a straight-line basis over their estimated useful lives, which range from one year to 20 years.

6 unchanged sentences

The Company estimates amortization of existing intangible assets will be $ 90,563 in 2026, $ 89,102 in 2027, $ 85,205 in 2028, $ 76,737 in 2029, and $ 75,425 in 2030.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Changes in the carrying amount of acquired intangible assets during 2025 and 2024 are summarized as follows:

4 unchanged sentences

Acquisition 903,800 23,400 23,100 950,300

Acquisition adjustment 45 1 — 46

Balance as of December 31, 2024 $ 1,157,714 $ 29,807 $ 24,600 $ 1,212,121

Acquisition 903,800 23,400 23,100 950,300

Expired agreements — ( 3,877 ) — ( 3,877 )

Balance as of December 31, 2025 $ 1,157,714 $ 25,930 $ 24,600 $ 1,208,244

1 Carrying value as of December 31, 2025, 2024, and 2023 is inclusive of $ 16,501 of accumulated impairment.

Accumulated Amortization

4 unchanged sentences

Amortization expense 80,489 7,316 4,620 92,425

Expired agreements — ( 3,877 ) — ( 3,877 )

Balance as of December 31, 2025 $ 274,408 $ 16,690 $ 10,355 $ 301,453

1 Carrying value as of December 31, 2024, 2023 and 2022 is inclusive of $ 16,501 of accumulated impairment.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Accrued Expenses

7 unchanged sentences

Accrued expenses $ 114,422 $ 119,836

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Other Current Liabilities

5 unchanged sentences

Deferred revenue

Accrued payables non-trade 18,262 5,816

Other liabilities 44,696 18,262

Other current liabilities $ 69,130 $ 45,148

Self-Insurance Loss Reserves

The Company’s licensed motor carrier contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers for most of the transportation services.

The Company’s licensed motor carrier contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers represent most of its transportation services.

The Company’s independent contractor fleet owners and owner-operators lease their equipment to the Company (“Leased Capacity Providers”) and own, operate and maintain their own tractors and employ their own drivers.

1 unchanged sentence

The potential liability associated with any accident can be severe and occurrences are unpredictable.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

For vehicle liability, the Company retains a portion of the risk.

Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company through $ 10,000 (in thousands):

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

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, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $ 100 deductible per occurrence for its brokered services.

Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $ 500 per occurrence.

The Company provides for the estimated costs of vehicle liability and workers’ compensation claims both reported and for claims incurred but not reported.

9 unchanged sentences

As of December 31, 2025 and 2024, the Company recognized a receivable for insurance proceeds and a corresponding claims payable for vehicle liability and workers’ compensation claims in excess of the self-insured retention limit.

As of December 31, 2024 and 2023, the company recorded $ 19,791 and $ 26,712 , respectively, in "Other assets" and "Other long-term liabilities" in the Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the company recorded $ 21,147 and $ 19,791 , respectively, in "Other long-term assets" and "Other long-term liabilities" in the Consolidated Balance Sheets.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Revenue Recognition

3 unchanged sentences

The Company does not recognize revenue in cases where collectability is not probable, and defers recognition until collection is probable or payment is received.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

The Company generates revenue from the delivery of a shipment and the completion of related services.

6 unchanged sentences

Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms.

Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals.

Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, and equipment rentals.

We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, and warehousing services.

5 unchanged sentences

Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers.

These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis.

The Company accounts for leases under Accounting Standards Codification 842, Leases, (“ASC 842”), where lessees are required to record an asset (right-of-use asset or finance lease asset) and a lease liability.

7 unchanged sentences

The incremental borrowing rate is estimated based on the contractual lease term and the Company’s applicable borrowing rate.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Business Combinations

2 unchanged sentences

For intangible assets, significant judgments include, but are not limited to, future cash flows, selection of discount rates, determination of terminal growth rates, and estimated useful life and pattern of use of the underlying intangible assets.

For tangible assets, significant judgements include, but are not limited to, current market values, physical and functional obsolescence of the assets, and remaining useful lives.

For tangible assets, significant judgments include, but are not limited to, current market values, physical and functional obsolescence of the assets, and remaining useful lives.

Consideration is paid in the form of cash, and at times equity, and paid upon closing while contingent consideration is paid upon the satisfaction of a future obligation.

If contingent consideration is included as a component of the consideration, the Company values the consideration as of the acquisition date.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Income taxes are accounted for under the asset and liability method.

7 unchanged sentences

Diluted net income (loss) per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive.

A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share during the years ended December 31, 2024, 2023 and 2022 is as follows:

A reconciliation of net (loss) income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share during the years ended December 31, 2025, 2024 and 2023 is as follows:

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

2025 2024 2023

Net income (loss) $ ( 1,131,228 ) $ 167,351 $ 193,191

Less, net income (loss) from discontinued operations ( 6,387 ) 124,548 13,777

Less, net loss attributable to noncontrolling interest ( 314,259 ) — —

Adjustments to net (loss) attributable to the Company

Net (loss) income attributable to common shareholders $ ( 837,134 ) $ 42,803 $ 179,414

Income allocated to participating securities from continuing operations — ( 220 ) ( 993 )

Income allocated to participating securities from discontinued operations — ( 639 ) ( 77 )

Income allocated to participating securities — ( 859 ) ( 1,070 )

Net (loss) income $ ( 141,725 ) $ ( 1,131,228 ) $ 167,351

Less, net (loss) income from continuing operations attributable to noncontrolling interest ( 33,929 ) ( 314,259 ) —

Less, (loss) income from discontinued operations net of tax — ( 6,387 ) 124,548

Adjustments to net (loss) income attributable to the Company — 26,552 —

Net (loss) income attributable to Forward Air $ ( 107,796 ) $ ( 837,134 ) $ 42,803

(Loss) income allocated to participating securities from continuing operations — — ( 220 )

(Loss) income allocated to participating securities from discontinued operations — — ( 639 )

(Loss) income allocated to participating securities — — ( 859 )

Numerator for basic and diluted net (loss) income per share for continuing operations $ ( 107,796 ) $ ( 837,134 ) $ 42,583

Numerator for basic and diluted net (loss) income per share for discontinued operations $ — $ ( 6,387 ) $ 123,909

Denominator for basic net income per share - weighted-average number of common shares outstanding 27,540 25,913 26,783

Denominator for basic net (loss) income per share - weighted-average number of common shares outstanding 30,718 27,540 25,913

Dilutive effect of stock awards — — 90

Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 27,540 26,003 26,926

Basic net income (loss) per share:

Denominator for diluted net (loss) income per share - weighted-average number of common shares and common share equivalents outstanding 30,718 27,540 26,003

Basic net (loss) income per share:

Continuing operations $ ( 3.51 ) $ ( 30.40 ) $ 1.64

Discontinued operations — ( 0.23 ) 4.78

Net income per basic share $ ( 30.63 ) $ 6.42 $ 7.17

Diluted net income (loss) per share:

Net (loss) income per basic share $ ( 3.51 ) $ ( 30.63 ) $ 6.42

Diluted net (loss) income per share:

Continuing operations $ ( 3.51 ) $ ( 30.40 ) $ 1.64

Discontinued operations — ( 0.23 ) 4.77

Net income per diluted share 1

Net (loss) income per diluted share 1

$ ( 3.51 ) $ ( 30.63 ) $ 6.40

1 Rounding may impact summation of amounts.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

The number of shares that were not included in the calculation of net income (loss) per diluted share because to do so would have been anti-dilutive for the years ended December 31, 2025, 2024 and 2023 are as follows:

4 unchanged sentences

Total anti-dilutive shares 1,063 439 197

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Share-Based Compensation

10 unchanged sentences

New Accounting Standards Adopted

In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker.

The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this guidance for the year ended December 31, 2024.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024.

The Company adopted the new guidance for the year ended December 31, 2025 and had provided all new disclosure requirements in Footnote 7, Income Taxes.

Recently Issued Accounting Standards Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

This ASU is effective for annual and interim periods beginning in 2028.

Early adoption is permitted.

The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

The Company is currently evaluating the impact of the new standard.

Discontinued Operations and Held for Sale

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On December 20, 2023, the Company completed the sale of the Final Mile business for estimated total cash consideration of $ 260,916 .

The results of operations of Final Mile, have been presented under the caption “Income (loss) from discontinued operations, net of tax” in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022.

The results of operations of Final Mile, have been presented under the caption “Income (loss) from discontinued operations, net of tax” in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023.

A final net working capital settlement of $ 6,387 was the only activity during the year ended December 31, 2024.

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(In thousands, except per share data)

A summary of the results of operations classified as a discontinued operations, net of tax, in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022 is as follows:

December 31, 2023 December 31, 2022

A summary of the results of operations classified as a discontinued operations, net of tax, in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2023 is as follows:

Operating revenue $ 273,873

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Acquisition of Omni

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

On January 25, 2024, (the “Closing”) the Company completed the acquisition of Omni Newco, LLC (the “Omni Acquisition”) 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”).

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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.

Pursuant to the Amended Merger Agreement, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), acquired Omni for a combination of (a) $ 100,499 in cash (which includes pre-acquisition Omni costs of approximately $ 80 million) and (b) 14,015 shares of the Company’s outstanding common stock, on an as-converted and as-exchanged basis (the “Equity Consideration”) consisting of:

(i) 1,910 shares of common stock (of which 1,210 were issued upon conversion of the Series C Preferred Units upon approval of the Company’s shareholders at the 2024 Annual Shareholders Meeting held on June 3, 2024 (the “Conversion Approval”)) and (ii) 12,105 Opco Class B Units (as defined below) and corresponding Series B Preferred Units (as defined below), which are exchangeable into shares of Common Stock (of which 7,670 units were issued upon conversion of the units of Opco (defined below) designated as “Opco Series C-2 Preferred Units” upon the Conversion Approval.

The Equity Consideration represents, as of December 31, 2024, 34 % of the Company’s outstanding common stock on a fully-diluted and as-exchanged basis.

Please refer to sections hereinafter in relation to Series B, Series C, and Series C-2.

Prior to the consummation of the Transactions, the Company completed a restructuring, pursuant to which, among other things, the Company contributed all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”).

Opco has been structured as an umbrella partnership C corporation through which the existing direct and certain indirect equity holders of Omni (“Omni Holders”) hold a portion of the Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units.

Effective as of the Closing, the Company operates its business through Opco, which indirectly holds all of the assets and operations of the Company and Omni.

Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”).

At the Closing, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Transactions.

Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5 % of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement.

Pursuant to the Amended Merger Agreement, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), the Company acquired Omni for a combination of (a) $ 1,643,502 in cash (which includes pre-acquisition Omni costs of approximately $ 80 million and the extinguishment of $ 1,543,003 in Omni’s indebtedness) and (b) Equity Consideration issued at Closing consisting of:

(i) 700 shares of the Company’s common stock, (ii) 4,435 Opco Class B Units (as defined below) and corresponding fractional Company Series B Preferred Units (as defined below) which together, were at Closing exchangeable into 4,435 shares of the Company’s common stock at the option of the holder, (iii) 1,210 fractional Company Series C Preferred Units (as defined below), and (iv) 7,670 units of Opco Series C-2 Preferred Units.

Upon approval of the Company’s shareholders at the 2024 Annual Shareholders Meeting held on June 3, 2024 (the “Conversion Approval”), the 1,210 Company Series C Preferred Units were converted into 1,210 shares of the Company’s common stock, and 7,670 Opco Series C-2 Preferred Units were converted to 7,760 Opco Class B Units and the same corresponding number of Company Series B Preferred Units, resulting in 30.5 % economic interest in Opco.

The fair value of the Equity Consideration was determined based on the price of Company’s common stock at the acquisition date as adjusted for an illiquidity discount.

Please refer to the sections in Note 5, Shareholders' equity, for descriptions of the Company Series B Preferred Stock, Company Series C Preferred Stock, Opco Class B Units, and Opco Series C-2 Preferred Units.

Prior to the consummation of the Transactions, the Company completed a restructuring to create an umbrella partnership C corporation (as described earlier), pursuant to which, among other things, the Company contributed all of its operating assets, as well as the assets and liabilities acquired in the Omni Acquisition, to Opco.

The related purchase accounting for the Omni Acquisition was included in Opco and the noncontrolling interest related to Opco Class B Units and Opco Series C-2 Preferred Units (totaling a 30.5 % economic interest in Opco) was measured and recognized based on the fair market value of net assets acquired in the Omni Acquisition and the historical carrying value of the Company’s operating assets so contributed.

Additionally, pursuant to the Tax Receivable Agreement (as defined below), the Company recorded contingent consideration associated with potential payments to be made for the tax benefits related to the 700 shares of Company common stock issued at the Closing, and such contingent consideration was measured at fair value based on the expected future tax benefit payments to be made to certain Omni Holders (as defined earlier).

The Omni Acquisition enables the Company to provide a differentiated service offering and expanded geographic footprint to customers.

In addition, the combination of these complementary businesses positions the Company to deliver integrated global supply chain solutions for customers’ most service-sensitive logistics needs.

In addition, the combination of these complementary businesses allows the Company to deliver integrated global supply chain solutions for customers’ most service-sensitive logistics needs.

Goodwill, recognized related to the purchase, represents planned operational synergies, expanded geographic reach of our services, and strategic market positioning.

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Details of consideration paid are included in the Purchase Price Allocation table within this footnote.

Details of debt related items for the transaction are included in the debt footnote.

Forward Air Corporation

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(In thousands, except per share data)

Series B Preferred Stock

Pursuant to Articles of Amendment to the Restated Charter of the Company filed with the Secretary of State of the State of Tennessee at the Closing (the “Charter Amendment”), the Company established the terms of a new series of preferred stock of the Company designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), and, at the Closing, certain Omni Holders received fractional units (the “Series B Preferred Units”) each representing one one-thousandth of a share of the Company Series B Preferred Stock.

Each Series B Preferred Unit will, together with a corresponding Opco Class B Unit, be exchangeable at the option of the holder thereof into one share of the Company’s common stock.

Series C Preferred Stock

Pursuant to the Charter Amendment, the Company established the terms of a new series of convertible preferred stock of the Company designated as “Series C Preferred Stock” (the “Series C Preferred Stock”), and, at Closing, certain Omni Holders received fractional units (each, a “Series C Preferred Unit”) each representing one one-thousandth of a share of Series C Preferred Stock.

The liquidation preference of Series C Preferred Unit is equal to $ 110.00 per unit, subject to adjustment for any in-kind payment of the Annual Coupon as described below (the “Liquidation Preference”).

In addition, the Series C Preferred Units accrue on each anniversary of issuance a cumulative annual dividend (without any interim accrual) equal to the product of (a) a rate to be fixed at Closing (which equals the rate per annum equal to a spread of 3.50 % above the yield payable on the most junior tranche of debt issued in connection with the Transactions, rounded to the nearest 0.25%) multiplied by (b) the Liquidation Preference (the “Annual Coupon”).

The Annual Coupon will be paid, at the Company’s option, in cash or in-kind by automatically increasing the Liquidation Preference in an equal amount.

Series C-2 units carried consistent economic terms as Series C.

All shares were converted in June of 2024.

Due Diligence, Transaction and Integration Costs

For the year ended December 31, 2024 and 2023, the Company recorded $ 81,467 and $ 57,490 , respectively, of due diligence, transaction and integration costs incurred in connection with the acquisition of Omni.

These costs were recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Business Combination Accounting - Omni Logistics

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generally accepted accounting Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:

January 26, 2024 Opening Balance Sheet as Reported at March 31, 2024 Adjustments

January 26, 2024 Opening Balance Sheet as Reported at March 31, 2024

January 26, 2024 Opening Balance Sheet as Reported at December 31, 2024

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Cash consideration paid $ 1,643,502 $ — $ 1,643,502

Liabilities under tax receivable agreement 13,270 — 13,270

Common shares 32,795 ( 1,967 ) 30,828

Series B preferred shares 207,880 ( 12,473 ) 195,407

Series C preferred shares 56,713 ( 3,403 ) 53,310

Opco C-2 preferred units 359,493 ( 21,570 ) 337,923

Extinguishment of Omni's indebtedness 1,543,003 — 1,543,003

Total purchase price (fair value of consideration) 2,313,653 ( 39,413 ) 2,274,240

Contingent consideration

13,270 — 13,270

Equity Consideration 1

656,881 ( 39,413 ) 617,468

Total purchase price and noncontrolling interest

2,313,653 ( 39,413 ) 2,274,240

Fair Value of Assets Acquired and Liabilities Assumed

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Goodwill $ 1,100,474 $ 171,929 $ 1,272,403

1 Includes (i) $ 84,138 related to the issuance of the 700 common shares and 1.21 shares of Series C Preferred Stock, (ii) $ 345,003 related to the fair value of the Class B Opco units and (iii) $ 188,327 related to the fair value of the noncontrolling interest retained by the Omni Holders.

In consolidation, the Class B Opco units are eliminated and $ 121,379 is recorded to additional paid-in capital as an equity transaction and $ 223,284 is recorded to noncontrolling interest representing the Omni Holders share of the historical carrying value of the Company’s net operating assets.

For the year ended December 31, 2025 and 2024, the Co mpany recorded $ 31,473 and $ 81,467 of trans actions and integration costs incurred in connection with the Omni Acquisition, respectively.

The transaction and integration costs were recorded in “Other operating expenses” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The estimated useful life of Omni acquired intangible assets as of the acquisition date are summarized in the following table:

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Term Loan, expiring 2030 $ 1,045,000 $ 1,045,000

$ 1,045,000 $ —

Senior Secured Notes, maturing 2031 725,000 725,000

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Debt issuance costs

( 35,285 ) ( 40,003 )

Total long-term debt

$ 1,687,248 $ 1,675,930

1 On December 31, 2023 the debt instruments and related proceeds were consolidated but were restricted under an escrow agreement contingent upon the Closing of the Omni Acquisition.

Senior Secured Notes

In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection therewith, GN Bondco, LLC, a Delaware limited liability company and wholly owned subsidiary of Omni (the “Escrow Issuer” and consolidated VIE) launched a private offering of $ 725,000 aggregate principal amount of its 9.5 % senior secured notes due 2031 (the “Notes”), in a transaction exempt from registration under the Securities Act.

Upon the closing of the Omni Acquisition, Opco assumed the Escrow Issuer's obligations under the Notes.

In a private offering exempt from registration under the Securities Act, the Company issued $ 725,000 in secured debt due 2031 (the “Notes”).

The Notes bear interest at a rate of 9.5 % per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024.

The Notes were issued at 98.0 % of the face amount and will mature on October 15, 2031.

The Notes were issued pursuant to an indenture, dated as of October 2, 2023, between the Escrow Issuer and U.S.

The Notes were issued at 98.0 % of the face amount and matures on October 15, 2031, with total principal due at such date.

The Notes were issued pursuant to an indenture, dated as of October 2, 2023, between the Company and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

The Notes are guaranteed on a senior secured basis in an aggregate principal amount in excess of $ 100,000 .

Prior to October 15, 2026, Opco may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000 % of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

On or after October 15, 2026, Opco may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date:

The Notes are guaranteed on a senior secured basis by us and each of Company’s existing and future domestic subsidiaries (subject to certain exceptions).

Prior to October 15, 2026, the Company may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000 % of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

On or after October 15, 2026, the Company may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date:

(a) in the case of a redemption occurring during the 12-month period commencing October 15, 2026, at a redemption price of 104.750 %;

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and (c) in the case of a redemption occurring on or after October 15, 2028, at a redemption price of 100.000 %.

In addition, at any time prior to October 15, 2026, Opco may redeem up to 40.000 % of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Upon the occurrence of a “change of control”, Opco will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Senior Secured Term Loan Facility

In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection therewith, GN Loanco, LLC, a Delaware limited liability company and wholly owned subsidiary of Omni (the “Escrow Loan Borrower”), entered into a credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender.

Pursuant to the Credit Agreement, the Escrow Loan Borrower obtained senior secured term B loans in an aggregate principal amount of $ 1,125,000 (the “New Term Loans”) and the ability to draw down up to $ 400,000 under the Revolving Credit Facility.

In addition, at any time prior to October 15, 2026, the Company may redeem up to 40.000 % of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Upon the occurrence of a “change of control”, the Company will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Credit Agreement

The Company has a credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender.

Pursuant to the Credit Agreement, the Company obtained senior secured term B loans in an aggregate principal amount of $ 1,125,000 (the “New Term Loans”) and the ability to draw down up to $ 300,000 under the Revolving Credit Facility.

No borrowings under the Revolving Credit Facility were made in connection with the Omni Acquisition.

The New Term Loans bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

The New Term Loans bear interest based, at the Company’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

The base rate is equal the highest of the following:

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The applicable margin for SOFR loans is 4.50 % and the applicable margin for base rate loans is 3.50 %.

The New Term Loans are subject to customary amortization of 1.00 % per year.

The New Term Loans were issued at 96.0 % of the face amount and will mature on December 19, 2030.

The New Term Loans were issued at 96.0 % of the face amount and matures on December 19, 2030.

Additionally, the New Term Loans are subject to customary amortization of 1.00 % per year, and such amortization required over the term of the New Term Loans was paid in the year ended December 31, 2024 as part of the Company's $ 80,000 paydown of the New Term Loans.

Accordingly, no remaining principal payments are due until maturity on December 19, 2030.

Forward Air Corporation

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The Revolving Credit Facility will mature on January 25, 2029.

Loans made under the Revolving Credit Facility bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

Until delivery of a compliance certificate in respect of the fiscal quarter ending June 30, 2024, the applicable margin for SOFR loans was 4.25 % and the applicable margin for base rate loans is 3.25 %.

Thereafter, the applicable margin can range from 3.75 % to 4.25 % for SOFR loans and from 2.75 % to 3.25 % for base rate loans, in each case depending on Opco’s first lien net leverage ratio, as set forth in the Credit Agreement.

Upon the closing of the Omni Acquisition, Opco assumed the Escrow Loan Borrower’s obligations under the Credit Agreement, which were further secured by certain guarantors.

Opco’s obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and each of Opco’s existing and future domestic subsidiaries (subject to customary exceptions).

As of December 31, 2023, the Company consolidated the activities of GN Bondco, LLC (VIE) and GN Loanco, LLC (VIE) with the proceeds from the Notes and New Term Loan recorded in “Noncurrent restricted cash equivalents” and the corresponding long-term debt recorded in “Long-term debt held in escrow” on the Consolidated Balance Sheets.

Pursuant to the Merger Agreement, the Company deposited the appropriate funds into escrow on behalf of GN Bondco, LLC and GN Loanco, LLC in connection with the interest accrued through the Closing Date.

For the interest funded but unpaid as of December 31, 2023, the corresponding amounts were recorded in “Restricted cash equivalents” and “Accrued expenses” on the Consolidated Balance Sheets.

Additionally, while held in escrow, the proceeds from the Notes and New Term Loan were invested in a liquid, short-term instrument.

The receivable for the interest earned through December 31, 2023 was recorded in “Restricted cash equivalents” and “Other receivables” on the Consolidated Balance Sheets.

On January 25, 2024, the date of the Omni Acquisition, both GN Bondco, LLC and GN Loanco, LLC ceased operations and their debt and related funds were transferred to Opco, a consolidated subsidiary of the Company.

On February 12, 2024, Opco and the parties to the Credit Agreement entered into Amendment No.

2 (“Amendment No.

2”) to the Credit Agreement, which (a) modifies the financial performance covenant in the Credit Agreement by temporarily increasing the 4.50 :1.00 maximum consolidated first lien net leverage ratio permitted by the covenant to (i) 6.00 :1.00 (for the second and third quarters of 2024), (ii) 5.50 :1.00 (for the fourth quarter of 2024), (iii) 5.25 :1.00 (for the first quarter of 2025), (iv) 5.00 :1.00 (for the second quarter of 2025) and (v) 4.75 :1.00 (for the third quarter of 2025) and (b) reduces the revolving credit commitments available under the Credit Agreement from an aggregate principal amount of $ 400,000 to an aggregate principal amount of $ 340,000 .

Amendment No.

2 also amends certain other terms of the Credit Agreement in connection with the foregoing.

Prior to the effectiveness of Amendment No.

2 on February 12, 2024, Opco repaid $ 80,000 aggregate principal amount of the New Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon.

On December 30, 2024, Opco and the parties to the Credit Agreement entered into Amendment No.

3 (“Amendment No.

3”) to the Credit Agreement, which (a) modifies the financial performance covenant in the Credit Agreement by temporarily increasing the 5.50 :1.00 maximum consolidated first lien net leverage ratio permitted by the covenant to (i) 6.75 :1.00 (for the first, second and third quarters of 2025), (ii) 6.50 :1.00 (for the fourth quarter of 2025), (iii) 6.25 :1.00 (for the first quarter of 2026), (iv) 6.00 :1.00 (for the second quarter of 2026), (v) 5.75 :1.00 (for the third quarter of 2026), (vi) 5.50 :1.00 (for the third quarter of 2026 and thereafter) and (b) reduces the revolving credit commitments available under the Credit Agreement from an aggregate principal amount of $ 340,000 to an aggregate principal amount of $ 300,000 .

Amendment No.

3 also amends certain other terms of the Credit Agreement in connection with the foregoing.

Loans made under the Revolving Credit Facility bear interest based, at the Company’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

The applicable margin can range from 3.75 % to 4.25 % for SOFR loans and from 2.75 % to 3.25 % for base rate loans, in each case depending on the Company's first lien net leverage ratio, as set forth in the Credit Agreement.

The Company also incurs a 0.5 % commitment fee on any unused portion of the Revolving Credit Facility.

As of December 31, 2025, the Company has $ 261,323 available for borrowings under the Revolving Credit Facility.

The Company’s obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and each of its existing and future domestic subsidiaries (subject to customary exceptions).

Both the Notes and Revolving Credit Facility contain covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the Credit Agreement.

The Revolving Credit Facility’s terms also include a financial covenant which requires the Company to maintain a specific leverage ratio.

The Revolving Credit Facility’s terms also include a financial covenant which requires the Company to maintain a specific leverage ratio as follows:

(i) 6.50 :1.00 (for the fourth quarter of 2025), (ii) 6.25 :1.00 (for the first quarter of 2026), (iii) 6.00 :1.00 (for the second quarter of 2026), (iv) 5.75 :1.00 (for the third quarter of 2026), (vi) 5.50 :1.00 (for the fourth quarter of 2026 and thereafter).

The Credit Agreement contains cross-default provisions.

As such, if the requisite revolving lenders were to declare the amounts outstanding under the Revolving Credit Facility to be immediately due and payable as a result of a breach thereunder, the term loan lenders would have the right to accelerate the outstanding term loans and exercise other remedies available under the Credit Agreement.

As of December 31, 2025, the Company was in compliance with all aforementioned covenants.

As of December 31, 2024 the Company had no outstanding borrowings under the Facility.

No borrowings were made under the Facility prior to the extinguishment upon the Closing.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Former Credit Facility

In September 2017, the Company entered into a five-year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $ 150,000 , with a sublimit of $ 30,000 for letters of credit and a sublimit of $ 30,000 for swing line loans.

The maturity date of the Facility was September 29, 2022.

In April 2020, the Company entered into the first amendment to the Facility, which increased the maximum aggregate principal amount to $ 225,000 .

The Facility could have been increased by up to $ 25,000 to a maximum aggregate principal amount of $ 250,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments.

In July 2021, the Company entered into the second amendment to the Facility, which extended the maturity date to July 20, 2026 and changed the interest rate options available under the Facility.

In December 2021, the Company entered into the third amendment to the Facility, which increased the amount available for borrowing under the Facility to $ 450,000 , consisting of a $ 300,000 revolving line of credit and a term loan of $ 150,000 .

In connection with the third amendment, the Company borrowed $ 150,000 under the term loan and simultaneously repaid $ 150,000 on the revolving line of credit from the borrowings received.

Under the third amendment, the Facility could have been increased by up to $ 75,000 to a maximum aggregate principal amount of $ 525,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments.

Such increases to the Facility could have been in the form of additional revolving credit loans, term loans or a combination thereof, and were contingent upon there being no events of default under the Facility.

As of December 31, 2025 and 2024, the Company had no outstanding borrowings under the Revolving Credit Facility.

Letters of Credit

The Company has an arrangement under the Facility to issue letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

The Company has an arrangement under the Revolving Credit Facility to issue letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

As of December 31, 2025 and December 31, 2024, outstanding letters of credit totaled $ 38,677 and $ 23,474 , respectively.

Under the Revolving Credit Facility, the outstanding letter of credit totaled $ 23,111 as of December 31, 2024.

The Company incurs letter of credit fees at 4.25 % of the related amount outstanding.

Interest Payments

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Interest Income

In connection with the Omni acquisition, funds held in escrow earned interest prior to their release.

Interest income for the year ended totaled $ 9,152 .

In connection with the Omni acquisition, debt funds held in escrow prior to the Closing earned interest prior to their release.

Interest income for the year ended December 31, 2024 totaled $ 9,152 .

Shareholders’ Equity

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Cash Dividends

During the year ended December 31, 2024, no dividends were declared or paid during the year.

During the year ended December 31, 2025 and 2024 , no dividends were declared or paid during the year.

For each quarter of 2023, the Board declared and the Company paid quarterly cash dividends of $ 0.24 per common share.

Share Repurchase Program

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

On February 5, 2019, the Board approved a stock repurchase plan authorizing the repurchase of up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”).

The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled.

During the years ended December 31, 2025 and 2024, the Company did not repurchase any shares.

As of December 31, 2025, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 shar es.

Equity Related to Company's Umbrella Partnership C Structure

Company Series B Preferred Stock

Pursuant to Articles of Amendment to the Restated Charter of the Company filed with the Secretary of State of the State of Tennessee at the Closing (the “Charter Amendment”), the Company established the terms of a new series of preferred stock of the Company designated as “Series B Preferred Stock” (the “Company Series B Preferred Stock”), and, at the Closing, certain Omni Holders received fractional units (the “Company Series B Preferred Units”) each representing one one-thousandth of a share of the Company Series B Preferred Stock.

Each Company Series B Preferred Unit will, together with a corresponding Opco Class B Unit, be exchangeable at the option of the holder thereof into one share of the Company’s common stock.

Holders of Company Series B Preferred Units vote as a single class with holders of the Company’s common stock and are not entitled to receive any dividends except in the event of a dividend to holders of the Company’s common stock in the form of shares of common stock or rights to acquire common stock, in which case the holders of Company Series B Preferred Units will simultaneously receive a dividend of Company Series B Preferred Units or rights to acquire Company Series B Preferred Units, in each case in the same proportion and manner.

Company Series C Preferred Stock

Pursuant to the Charter Amendment, the Company established the terms of a new series of convertible preferred stock of the Company designated as “Series C Preferred Stock” (the “Company Series C Preferred Stock”), and, at Closing, certain Omni Holders received fractional units (each, a “Company Series C Preferred Unit”) each representing one one-thousandth of a share of Company Series C Preferred Stock.

The liquidation preference of a Company Series C Preferred Unit was equal to $ 110.00 per unit, subject to adjustment for any in-kind payment of the Annual Coupon as described below (the “Liquidation Preference”).

In addition, the Company Series C Preferred Units accrued on each anniversary of issuance a cumulative annual dividend (without any interim accrual) equal to the product of (a) a rate to be fixed at Closing (which equals the rate per annum equal to a spread of 3.50 % above the yield payable on the most junior tranche of debt issued in connection with the Transactions, rounded to the nearest 0.25%) multiplied by (b) the Liquidation Preference (the “Annual Coupon”).

The Annual Coupon was payable, at the Company’s option, in cash or in-kind by automatically increasing the Liquidation Preference in an equal amount.

Holders of Company Series C Preferred Units did not have the right to vote with shares of the Company’s common stock.

Upon the Conversion Approval in June of 2024, all Company Series C Preferred Stock automatically converted, on a one-to-one basis (without payment of any Annual Coupon), into shares of the Company’s common stock and are no longer outstanding.

Opco Class B Units

Pursuant to the Opco LLCA, Opco issued Opco Class B Units that are generally equivalent economically to one share of the Company’s common stock (other than providing the holder with certain different tax attributes).

Holders of Opco Class B Units do not have voting rights in Opco, which is solely managed by the Company, and generally can only be disposed of by the holder by exchanging one Opco Class B Unit and one Company Series B Preferred Unit for one share of the Company’s common stock.

Opco Series C-2 Preferred Units

The Opco Series C-2 Preferred Units had substantially the same terms as the Company Series C Preferred Units except that they were issued by Opco, thereby providing the holders with certain different tax attributes, and are automatically convertible upon receipt of the Conversion Approval, into Opco Class B Units and Company Series B Preferred Units, instead of shares of the Company’s common stock.

Holders of Opco Series C-2 Preferred Units did not have voting rights in Opco.

Upon the Conversion Approval in June of 2024, all Opco Series C-2 Preferred Units automatically converted, on a one-to-one

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

During the year ended December 31, 2024, the Company did not repurchase any shares.

During the year ended December 31, 2023, the Company repurchased through open market transactions 883 shares of common stock for $ 93,811 , or an average of $ 106.21 per share.

All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained Earnings” in the Consolidated Balance Sheets.

As of December 31, 2024, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 shar es.

basis (without payment of any Annual Coupon), into Opco Class B Units and Company Series B Preferred Units, and are no longer outstanding.

Noncontrolling Interest

The Company consolidates the financial results of Opco and reports a noncontrolling interest related to the Class B Opco units held by noncontrolling interest holders in its consolidated financial statements.

As of December 31, 2025, the Company holds 31,089 Class A Units in Opco and the existing direct and certain indirect equity holders of Omni (“Omni Holders”) hold 8,760 units of Opco designated as Class B Units (“Opco Class B Units”) and 8,760 corresponding Company Series B Preferred Units which together are exchangeable into 8,760 shares of Common Stock of the Company.

The following tables provide the issuance and exchange activity of the Opco Class B Units, and the corresponding fully diluted noncontrolling interest ownership percentage in the Company based on such exchange activity.

Opco Class B Units

Opco Series C-2 Preferred Units

Fully Diluted Ownership

Outstanding units at December 31, 2023 — — — %

Units issued in the Omni Acquisition 4,435 7,670

Conversion of Opco Series C-2 preferred units to Opco Class B Units 7,670 ( 7,670 )

Exchanged into shares of common stock ( 2,017 ) —

Outstanding units at December 31, 2024 10,088 — 25.3 %

Exchanged into shares of common stock ( 1,328 ) —

Outstanding units at December 31, 2025 8,760 — 22.0 %

As of December 31, 2025, there have been a total of 3,345 Opco Class B Units and corresponding Company Series B Preferred Units exchanged for 3,345 shares of common stock, and such actual exchanges and subsequent issuances represented 10.7 % of the outstanding shares of common stock as of the end of such period.

Stock Incentive Plan

The Company recorded share-based compensation expense as follows for the years ended December 31, 2024, 2023 and 2022:

2024 December 31,

2023 December 31,

For stock options, restricted shares and performance shares, the Company recorded share-based compensation expense as follows for the years ended December 31, 2025, 2024 and 2023:

December 31, 2025 December 31, 2024 December 31, 2023

Salaries, wages and employee benefits - continuing operations $ 11,605 $ 9,120 $ 10,090

Salaries, wages and employee benefits - discontinued operation — — 504

Total share-based compensation expense $ 9,120 $ 10,594 $ 9,902

In May 2016, the Company adopted the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) for the issuance of up to 3,370 common shares.

As of December 31, 2024, approximately 1,280 shares remain available for grant under the Omnibus Plan.

Share-based compensation expense $ 11,605 $ 9,120 $ 10,594

The Company adopted the 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”) in June 2025 for the issuance of up to 1,300 common shares.

As of December 31, 2025, approximately 1,362 shares remain available for grant under the 2025 Plan after considering the return of forfeited shares to the 2025 Plan.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Stock Options

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Stock options vest over a three-year period from the date of grant.

For stock option awards, under the Omnibus Plan, the exercise price is equal to the price of the Company’s common stock on the date of grant.

For stock option awards, the exercise price is equal to the price of the Company’s common stock on the date of grant.

Share-based compensation expense associated with these awards is amortized ratably over the vesting period.

The Company estimated the fair value of the grants using the Black-Scholes option-pricing model.

The weighted average grant-date fair value of the stock option awards granted under the Omnibus Plan and the weighted average assumptions under the Black-Scholes option-pricing model were as follows for the years ended December 31, 2024, 2023 and 2022.

The weighted average grant-date fair value of the stock option awards granted and the weighted average assumptions under the Black-Scholes option-pricing model were as follows for the years ended December 31, 2025, 2024 and 2023.

December 31, 2025 December 31, 2024 December 31, 2023

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Expected life of awards (years) 0.0 0.0 5.6

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Stock option transactions during the year ended December 31, 2024 on a continuing operations basis were as follows:

Stock option transactions during the year ended December 31, 2025 were as follows:

Number of Shares Weighted Average Exercise Price

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Outstanding as of December 31 31 $ 110.26

As of December 31, 2024, the weighted average remaining contractual life of stock options outstanding was approximately two years and exercisable was approximately two years .

The total fair value of stock options vested during 2024, 2023, 2022 was $ 0 , $ 0 , and $ 855 , respectively.

As of December 31, 2024, the total share-based compensation expense related to unvested stock options not yet recognized was $ 161 , and the weighted average period over which it is expected to be recognized is approximately one year .

The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives by groups of similar price on a continuing operations basis as of December 31, 2024:

As of December 31, 2025, the weighted average remaining contractual life of stock options outstanding was approximately one year and exercisable was approximately one year .

The total fair value of stock options vested during 2025, 2024, 2023 was $ 0 , for all years.

As of December 31, 2025, the total share-based compensation expense related to unvested stock options not yet recognized was $ 9 , and the weighted average period over which it is expected to be recognized is approximately less than one year .

The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives by groups of similar price as of December 31, 2025:

Stock Options Outstanding Stock Options Exercisable

Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Exercisable as of December 31, 2024

Weighted Average Exercise Price

$ 58.40 - $ 59.89 33 0.1 $ 58.54 33 $ 58.54

$ 64.26 - $ 75.05 175 1.5 67.02 175 67.02

100.93 - 115.42 72 4.5 109.75 61 109.43

Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Exercisable as of December 31, 2025 Weighted Average Exercise Price

$ 100.93 - $ 115.42 31 3.6 $ 110.26 29 $ 109.85

As of December 31, 2024 , the total intrinsic value of both outstanding and exercisable stock options was $ 0 .

The total intrinsic value of stock options exercised during 2024, 2023 and 2022 was $ 0 , $ 0 and $ 142 , respectively.

The total intrinsic value of both outstanding and exercisable stock options was $ 0 .

No stock options were exercised during 2025, 2024 and 2023.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Restricted Shares

The Company’s primary long-term incentive plan is a restricted share award plan that entitles employees to receive a share of the Company’s common stock subject to vesting requirements based on continued employment.

Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three equal installments beginning one year after the date of grant.

Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three equal annual installments beginning one year after the date of grant.

As of December 31, 2025 , there were no dividends paid on a current basis throughout the vesting period.

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All forfeitures are recognized as incurred.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Restricted share transactions on a continuing operations basis for the year ended December 31, 2024 were as follows:

Restricted share transactions for the year ended December 31, 2025 were as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Outstanding as of December 31 510 $ 31.96

The weighted average grant-date fair value of the restricted shares granted under the Omnibus Plan during the years ended December 31, 2024 , 2023 and 2022 were $ 30.66 , $ 114.46 and $ 105.52 , respectively.

The weighted average grant-date fair value of the restricted shares granted during the years ended December 31, 2025, 2024 and 2023 were $ 30.41 , $ 30.66 and $ 114.46 , respectively.

The total fair value of restricted shares that vested during 2025, 2024 and 2023 was $ 4,337 , $ 4,088 , and $ 7,833 , respectively.

As of December 31, 2024, the total share-based compensation expense related to restricted shares not yet recognized was $ 9,243 , and the weighted average period over which it is expected to be recognized is approxi mately two ye ars .

As of December 31, 2025, the total share-based compensation expense related to restricted shares not yet recognized was $ 9,821 , and the weighted average period over which it is expected to be recognized is approximately two and a half years .

Performance Shares

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All forfeitures are recognized as incurred.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

The grant-date fair value of performance shares granted with a financial target based on the Company’s total shareholder return was estimated using a Monte Carlo simulation model.

The weighted average grant-date fair value of performance awards granted under the Omnibus Plan and the weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2024, 2023 and 2022:

The weighted average grant-date fair value of performance awards granted and the weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2025, 2024 and 2023:

December 31, 2025 December 31, 2024 December 31, 2023

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Weighted average risk-free interest rate 4.3 % 4.7 % 4.2 %

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Performance award transactions for the year ended December 31, 2024 on a continuing operations basis were as follows assuming target levels of performance:

Performance award transactions for the year ended December 31, 2025 were as follows assuming target levels of performance:

Number of Shares Weighted Average Grant Date Fair Value

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Granted 208 35.56

Additional shares awarded based on actual performance level achieved 14 92.89

Earned ( 39 ) 88.01

Forfeited or unearned ( 57 ) 24.60

Outstanding as of December 31 490 $ 23.22

As of December 31, 2024, the total share-based compensation expense related to unearned performance awards not yet recognized, assuming the Company ’ s current projected assessment of the level of performance will be achieved, was $ 3,507 , and the weighted average period over which it is expected to be recognized is approximately 2 years.

Total tax shortfall realized for tax deductions in the United S tates related to the exercise of stock options, vesting of restricted stock and vesting of performance awards under the Omnibus Plan was $ 4,660 , $ 2,518 , and $ 1,012 for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2025, the total share-based compensation expense related to unearned performance awards not yet recognized, assuming the Company ’ s current projected assessment of the level of performance will be achieved, was $ 5,237 , an d the weighted average period over which it is expected to be recognized is approximately 2 years.

Total tax shortfall realized for tax deductions in the United S tates related to the exercise of stock options, vesting of restricted stock and vesting of performance awards was $ 2,476 , $ 4,660 , and $ 2,518 for the years ended December 31, 2025, 2024 and 2023, respectively.

Employee Stock Purchase Plan

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Common stock purchases are paid for through periodic payroll deductions and/or up to two lump sum contributions.

Employee stock purchase plan activity and related information was as follows on a continuing operations basis:

Employee stock purchase plan activity and related information was as follows:

December 31, 2025 December 31, 2024 December 31, 2023

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1 Equal to the discount from the market value of the common stock at the end of each six month purchase period.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

Director Restricted Shares

Under the Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”), approved in May 2007 and further amended in February 2013 and January 2016, up to 360 common shares may be issued.

As of December 31, 2024, approximately 20 shares remain available for grant under the Amended Plan.

Under the Amended Plan, each non-employee director receives an annual grant of restricted shares of the Company’s common stock.

Under the 2025 Non-Employee Director Plan approved June 13, 2025 , up to 400 common shares may be issued.

As of December 31, 2025, approximately 312 shares remain available for grant under the plan.

Under the plan, each non-employee director receives an annual grant of restricted shares of the Company’s common stock.

The restricted shares vest on the earlier of (a) the day immediately prior to the first annual shareholder meeting that occurs after the grant date or (b) one year after the grant date.

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Each deferred stock unit is eligible for a dividend equivalent in the form of additional restricted stock units for each cash dividend paid by the Company.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Director restricted share transactions for the year ended December 31, 2025 were a s follows:

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2024 December 31,

Share-based compensation expense for restricted shares $ 984 $ 1,329 $ 1,387

Share-based compensation expense for director restricted shares $ 1,824 $ 984 $ 1,329

The total fair value of restricted shares that vested during 2025, 2024 and 2023 was $ 1,597 , $ 488 , and $ 1,424 , respectively.

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Opco is not a taxable entity for federal income tax purposes.

In addition, certain subsidiaries of Opco are corporations that are subject to federal, state and non-U.S income taxes.

In addition, certain subsidiaries of Opco are corporations that are subject to federal, state and non-U.S.

income taxes.

The earliest period the Company is subject to examination of federal income tax returns by the Internal Revenue Service is 2021.

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tax filings of the Company are subject to examination by the applicable taxing authorities for various periods, generally up to four years after they are filed.

The Company's income tax (benefit) expense for continuing operations during the years ended December 31, 2024, 2023 and 2022 were the following:

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

The Company's income tax (benefit) expense from continuing operations during the years ended December 31, 2025, 2024 and 2023 were the following:

2025 2024 2023

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State 208 ( 19,922 ) ( 2,625 )

( 5,904 ) — —

Total Deferred Taxes ( 10,948 ) ( 133,510 ) ( 8,893 )

Total Income Tax Expense (Benefit) $ ( 5,472 ) $ ( 124,991 ) $ 13,836

The Income (Loss) from Continuing Operations before Income Taxes was $( 143,575 ) in the United States and $( 3,622 ) in other countries for the year ended December 31, 2025.

A reconciliation of income taxes computed at the U.S.

federal statutory income tax r ate (21.0% for 2025, 2024 and 2023) to the provision for income taxes reflected in the Company’s Consolidated Statements of Operations and Co mprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023 is as follows:

Income Taxes at Federal Statutory Rate $ ( 30,911 ) 21.0 %

State and local income tax, net of federal effect 1,448 ( 1.0 )

Foreign Tax Effects ( 847 ) 0.6

Changes in Valuation Allowance 27,193 ( 18.5 )

Non-Controlling Interest 6,421 ( 4.4 )

Other Nondeductible or Nontaxable Items 362 ( 0.2 )

Changes in Unrecognized Tax Benefits 436 ( 0.3 )

Return to Provision ( 4,959 ) 3.4

Intangible Basis Adjustment ( 2,145 ) 1.5

Other ( 2,470 ) 1.7

Total Tax Provision $ ( 5,472 ) 3.7 %

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

A reconciliation of income taxes computed at the U.S.

federal statutory income tax r ate (21.0% for 2024, 2023 and 2022) to the provision for income taxes reflected in the Company’s Consolidated Statements of Co mprehensive Income for the years ended December 31, 2024, 2023 and 2022 is as follows:

2024 2023 2022

Tax Expense at the Statutory Rate $ ( 262,466 ) $ 11,894

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Non-deductible compensation 156 1,190

Non-controlling interest 65,772 — —

Federal income tax credits — ( 34 ) ( 107 )

Foreign Tax Rate Differential ( 1,019 ) —

Impairment 42,081 — —

Federal income tax credits — ( 34 )

Change in Valuation Allowance 57,614 —

Non-Controlling Interest 65,772 —

Goodwill Impairment 42,081 —

Other ( 9,318 ) ( 202 )

$ ( 124,991 ) $ 13,836 $ 63,039

Total Tax Provision $ ( 124,991 ) $ 13,836

The significant components of the deferred tax assets and liabilities at December 31, 2025 and 2024 were as follows:

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Deferred tax assets

Accrued expenses $ — $ 12,006

Allowance for doubtful accounts 47 565

Operating Lease Liabilities $ 15,168 $ 1,318

Due diligence and transaction costs — 13,953

Share-based compensation 2,297 4,995

Accruals for income tax contingencies 42 129

Capital Contributions 1 —

Net Operating Loss Carryforwards 24,284 12,617

Foreign Tax Credit 894 —

Interest Disallowance 50,587 23,827

Unrealized Gain/Loss 14 —

Investment in Partnership 43,225 36,179

Total gross deferred tax assets 77,236 61,940

Valuation allowance ( 72,508 ) ( 395 )

Other 5,845 3,295

Total Deferred Tax Assets 139,109 77,236

Valuation allowances ( 113,247 ) ( 72,508 )

Total Net Deferred Tax Assets 25,862 4,728

1 unchanged sentence

Tax Over Book Depreciation 4,838 4,047

Prepaid expenses 39 10,807

Operating Lease Right-of-Use-Assets 13,976 1,391

Goodwill — 23,744

Intangible Assets 33,376 37,420

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Net Deferred Tax Liabilities $ ( 27,221 ) $ ( 38,169 )

The Company paid income taxes, net of refunds, of $ 872 , $ 38,757 and $ 20,842 for the years ended December 31, 2025, 2024 and 2023, respectively.

Cash income taxes paid by jurisdiction during the year ended December 31, 2025 were as follows:

Income Taxes Paid Net of Refunds by Jurisdiction 2025

Hong Kong $ 2,850

United States Federal ( 5,010 )

Total cash income taxes paid $ 872

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

The Company paid income taxes, net o f refunds, of $ 38,757 , $ 20,842 and $ 65,388 for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, 2023 and 2022 the Company had state net operating loss carryforwards of $ 90,747 , $ 13,240 and $ 13,574 , respectively, that expire between 2024 and 2035.

As of December 31, 2025, 2024 and 2023 the Company had state operating loss carryforwards of $ 160,397 , $ 90,747 and $ 13,240 , respectively, that expire between 2025 and 2036.

The state net operating loss carryforwards are limited to the future taxable income of separate legal entities.

The Company maintains a valuation allowance to reserve against its state net operating loss carryforwards of $ 5,877 and $ 395 as of both December 31, 2024 and 2023, respectively.The Company’s state net operating loss valuation allowance increased in 2024 due to additional NOLs generated.

The Company has a federal net operating loss carryforward of $ 38,499 .

The Company’s federal net operating loss carryforward can be carried forward indefinitely.

The Company also recorded a valuation allowance against its U.S.

The Company maintains a valuation allowance to reserve against its state net operating loss carryforwards of $ 8,463 and $ 5,877 as of December 31, 2025 and 2024, respectively.

The Company’s state net operating loss valuation allowance increased in 2025 due to additional NOLs generated.

The Company has a U.S.

federal net operating loss carryforward of $ 71,966 at December 31, 2025.

The Company’s U.S.

federal net operating loss carryforward can be carried forward indefinitely.

The Company continues to recognize a valuation allowance against its U.S.

Federal deferred tax assets, including its outside basis difference in Opco, Federal net operating loss carryforward, and IRC section 163(j) interest limitation carryforward.

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Reductions for settlement with state taxing authorities ( 66 )

Additions for tax positions of current year 21

Balance at December 31, 2023 $ 153

Reductions for settlement with state taxing authorities ( 66 )

Reductions for tax positions of prior years ( 213 )

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Balance at December 31, 2024

Reductions for settlement with state taxing authorities ( 66 )

Additions for tax positions of current year 4,437

Balance at December 31, 2025 $ 6,502

The Company recognizes income tax benefits from uncert ain tax positions where the realization of the ultimate benefit is uncertain.

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As of December 31, 2024, the Company recognized a Tax Receivable Agreement liability of $ 13,295 , which equals the amount of Tax Receivable Agreement liability included in the Omni Purchase Price Allocation.

The Company generated additional tax benefits subject to the Tax Receivable Agreement of $ 74,217 during 2024.

The Company recorded a valuation allowance against any deferred tax assets associated with those tax benefits.

Consequently, the Company concluded additional Tax Receivable Agreement payments related to current year tax benefits would not be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement.

The Company reevaluated this liability as of December 31, 2025 and adjusted the liability recorded to $ 10,580 .

The Company recorded a valuation allowance against any deferred tax assets associated with tax benefits generated in conjunction with and subsequent to the acquisition which are subject to the Tax Receivable Agreement.

Consequently, the Company concluded additional Tax Receivable Agreement payments related to the year ended December 31, 2024 would not be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement, but for the year end December 31, 2025 the Company estimated $ 968 is payable based on the 2025 taxable income.

If other tax attributes subject to the Tax Receivable Agreement are determined to be payable, additional Tax Receivable Agreement liabilities may be considered probable at that time.

The determination of the Tax Receivable Agreement liability requires the Company to make judgments in estimating the amount of tax attributes as of the date of exchanges (such as cash to be received by the Company on a hypothetical sale of assets and allocation of gain or loss to the Company at the time of the exchanges taking into consideration partnership tax rules).

The amounts payable under the Tax Receivable Agreement will also vary depending upon a number of factors, including tax rates in effect, as well as the amount, character, and timing of the taxable income of Opco in the future and the expected realization of tax benefits with respect to deferred tax assets related to tax attributes subject to Tax Receivable Agreement.

The Organization for Economic Co-operation and Development (“OECD”), continues to put forth various initiatives, including Pillar Two rules which include the introduction of a global minimum tax at a rate of 15%.

European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for

Furthermore, amounts payable under the Tax Receivable Agreement as a result of a change of control may be substantially in excess of the amounts set forth above due to, among other things, contractual provisions that require any such calculation to assume that all applicable tax benefits are used by the Company over the applicable tax years.

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

different aspects of the directive and most have already enacted legislation.

European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive and most have already enacted legislation.

A number of other countries are also implementing similar legislation.

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taxation upon the remittance of dividends and under certain other circumstances.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending several key provisions of the 2017 Tax Cuts and Jobs Act, including, but not limited to, federal bonus depreciation and the expanded limitation on interest deductions under Section 163(j).

The Company analyzed the impact of OBBBA and any tax benefits received through additional allowable interest expense and depreciation expense are not recognizable due to the valuation allowance position against federal and state net deferred tax assets.

The Company leases certain land, buildings, equipment and office equipment under finance and operating leases.

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The variable amounts are excluded from the calculation of the right-of-use lease asset and corresponding operating lease liability and are disclosed as variable lease costs.

Variable lease costs related to the embedded leases were $ 434,689 , $ 409,080 and $ 440,756 , for the years ended December 31, 2024, 2023, and 2022, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income.

Variable lease costs related to the embedded leases were $ 368,641 and $ 434,689 , for the years ended December 31, 2025 and 2024, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

Total lease assets and liabilities as of December 31, 2024 and 2023 were as follows:

Lease Assets Classification December 31, 2024 December 31, 2023

Operating lease right-of-use assets Operating lease right-of-use assets $ 410,084 $ 111,552

Finance lease assets Property and equipment, net 1

44,363 38,015

Total leased assets $ 454,447 $ 149,567

Lease Liabilities Classification December 31, 2024 December 31, 2023

Operating Current portion of operating lease liabilities $ 96,440 $ 44,344

Finance Current portion of debt and finance lease obligations 16,930 12,645

Operating Operating lease liabilities, less current portion 325,640 71,598

Finance Finance lease obligations, less current portion 30,858 26,736

Total leased liabilities $ 469,868 $ 155,323

1 Finance lease assets are recorded net of accumulated depreciation of $ 30,805 a nd $ 22,051 as of December 31, 2024 and 2023, respectively.

Total lease cost for 2025 and 2024 was as follows:

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Total lease cost $ 588,917 $ 590,286

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2025 were as follows:

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Finance leases 6.4 % 5.8 %

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2025

(In thousands, except per share data)

The following table summarizes the supplemental cash flow information for 2025 and 2024:

6 unchanged sentences

Right-of-use assets obtained in exchange for operating lease liabilities $ 111,266 $ 153,009

Leased assets obtained in exchange for finance lease obligations 12,404 25,217

Commitments and Contingencies

As of December 31, 2024, the Company had unconditional purchase obligations of $ 3,260 to pu rchase forklifts and other equipment during 2025.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Contingencies

On September 26, 2023, Rodney Bell, Michael A.

Roberts and Theresa Woods, (collectively, the "Plaintiffs"), three of our shareholders, filed a complaint against the Company and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee (the "Shareholder Complaint").

The Shareholder Complaint alleges, among other things, that the Company’s shareholders had the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held.

The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement but later dissolved it on October 25, 2023.

Roberts and Theresa Woods (collectively, the “Original Plaintiffs”), three of our shareholders, filed a complaint against the Company and certain of its directors and officers in the Third District Chancery Court (the “Chancery Court”) sitting in Greeneville, Tennessee (the “Shareholder Complaint”).

The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement from closing but later dissolved it on October 25, 2023.

Thereafter, the parties to the Amended Merger Agreement completed the Omni Acquisition.

On May 2, 2024, Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief.

Upon receiving leave of the court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”).

Like the earlier complaints, the Second Amended Complaint challenges the directors’ determination not to subject the Omni Acquisition to a shareholder vote and alleges that, in so doing, the Company and certain of its current and former directors violated Tennessee corporate law.

The Second Amended Complaint further alleges that certain of the Company’s current and former directors breached their fiduciary duties to shareholders by depriving them of the right to vote on the Omni Acquisition.

Thereafter, on June 14, 2024, defendants removed the case to the United States District Court for the Eastern District of Tennessee, Greeneville Division.

Plaintiffs have filed a motion to remand the case to the Third District Chancer Court, and the federal court’s determination on plaintiffs’ motion remains pending.

Defendants contest the merits of the Second Amended Complaint and are in the process of defending the matter.

The Company is party to various legal claims and actions incidental to its business, including claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.

The Company accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Based on the knowledge of the facts, the Company believes the resolution of such incidental claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements.

Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and related events unfold.

Insurance coverage provides the Company with primary and excess coverage for claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.

For vehicle liability, the Company retains a portion of the risk.

Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company up to $ 10,000 (in thousands):

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

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.

Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $ 500 per occurrence.

On May 2, 2024, Original Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System (together, “Plaintiffs”) filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief.

Upon receiving leave of court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”).

Like the earlier Shareholder Complaint (and subsequent amendment), the Second Amended Complaint challenges the directors’ determination not to subject the Omni Acquisition to a shareholder vote and alleges that, in so doing, the Company and certain of its now former directors (collectively, “Defendants,” and together with Plaintiffs, the “Parties”) violated Tennessee corporate law.

The Second Amended Complaint further alleges that certain of the Company’s now former directors breached their fiduciary duties to shareholders by depriving them of the right to vote on the Omni Acquisition.

Thereafter, on June 14, 2024, Defendants removed the case to the United States District Court for the Eastern District of Tennessee (the “District Court”), Greeneville Division.

Plaintiffs filed a motion to remand the case to the Chancery Court, and on March 31, 2025, the District Court granted the motion and remanded the case back to the Chancery Court.

On September 12, 2025, the Parties informed the Chancery Court that they had reached an agreement in principle to resolve the Action (the “Settlement”).

The entire settlement amount will be funded by the Company's D&O insurers.

In exchange, the Plaintiffs and the class (as defined in the agreements memorializing the Settlement) will grant customary releases in favor of Defendants of all of their claims that were or could have been asserted in the Action.

The Settlement remains subject to Chancery Court approval.

By entering into the Settlement, the Defendants are in no way conceding or admitting liability for any of the claims that were or could have been asserted in the Action.

The Defendants expressly have denied and continue to deny each and all of the claims asserted in the Action, and maintain that their conduct was at all times proper, in the best interests of the Company and its stockholders, and in compliance with applicable law.

Nevertheless, Defendants have determined to enter into the

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

Insurance coverage in excess of the self-insured retention limit is an important part of the Company’s risk management process.

The Company accrues for the costs of the uninsured portion of pending claims within the self-insured retention based on the nature and severity of individual claims and historical claims development trends.

The Company believes the recorded reserves are sufficient for all incurred claims up to the self-insured retention limits, including an estimate for claims incurred but not reported.

However, estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult, and the Company may fail to establish sufficient insurance reserves and adequately estimate for future insurance claims.

Since the ultimate resolution of outstanding claims as well as claims incurred but not reported is uncertain, it is possible that the reserves recorded for these losses could change materially in the near term.

Settlement solely to put the claims to rest, finally and forever, and to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, including the Action.

The Company accrues for the estimated losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Based on the knowledge of the facts, the Company believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the condensed consolidated financial statements.

Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and related events unfold.

Employee Benefit Plan

19 unchanged sentences

Liabilities under tax receivable agreement $ — $ — $ 13,295 $ 13,295

A portion of the liabilities under the Tax Receivable Agreement relate to the contingent consideration associated with potential payments to be made for the tax benefits related to the 700 shares of Company common stock issued at the closing of the Omni Acquisition.

The contingent consideration was remeasured based on the current expected future tax benefit payments to be made to certain Omni Holders and such remeasurement resulting in a $ 2,715 reduction the fair value after considering a range of potential payments of $ 0 to $ 24,050 as of December 31, 2025.

Cash, cash equivalents and restricted cash equivalents, accounts receivable, other receivables, and accounts payable are valued at their carrying amounts in the Company’s Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments.

As of December 31, 2024, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 46,606 , compared to its carrying value of $ 47,788 .

As of December 31, 2023, the estimated fair value of the Company’s finance l ease obligation, based on current borrowing rates, was $ 38,926 , compared to its carrying value of $ 39,381 .

The carrying value of the long-term debt approximates fair value based on the borrowing rates currently available for a loan with similar terms and average maturity .

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

The Company's long-term debt is recorded at cost.

The fair value is estimated using Level 2 inputs based on observable prices of identical instruments in less active markets.

The carrying value and fair value of the Company's long-term debt as of December 31, 2025 is $ 1,687,248 and $ 1,813,500 , respectively.

The carrying value of the long-term debt at December 31, 2024 approximated its fair value.

Segment Reporting

Our chief operating decision-maker, who is our Chief Executive Officer, analyzes the results of our business through the following reportable segments:

Expedited Freight, Omni, and Intermodal.

Our chief operating decision-maker evaluates the operating results and performance of our segments through segment profit.

Expedited Freight, Omni Logistics, and Intermodal.

Our chief operating decision-maker regularly reviews the operating results and performance of our segments through segment profit to manage operations and make decisions regarding resource allocations.

These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance between periods and to monitor budget-to-actual variances on a monthly basis.

To manage operations and make decisions regarding resource allocations, our chief operating decision-maker is regularly provided and reviews expense information necessary to make decisions to meet customer demand for our services.

Our chief operating decision-maker does not utilize information on segment assets.

The accounting policies applied to each segment are the same as those in Note 1, Operations and Summary of Significant Accounting Policies , except for certain self-insurance loss reserves related to vehicle liability and workers’ compensation.

2 unchanged sentences

No single customer accounted for more than 10% of the Company’s consolidated revenues from continuing operations for the years ended December 31, 2025, 2024 and 2023.

Year Ended December 31, 2024 Expedited Freight Omni Logistics Intermodal Corporate

Year Ended December 31, 2025 Expedited Freight Omni Logistics Intermodal Corporate Consolidated

External revenues $ 914,659 $ 1,351,164 $ 229,295 $ — $ 2,495,118

4 unchanged sentences

Total consolidated revenues $ 2,495,118

Purchase transportation 546,458 701,035 73,814 —

Purchased transportation 491,917 774,785 76,907 —

Salaries, wages and employee benefits 210,418 232,138 57,640 35,485

4 unchanged sentences

Other operating expenses 85,639 97,364 19,721 40,059

Impairment of goodwill — 1,028,397 — —

Segment profit (loss) 69,780 30,162 16,924 ( 80,442 ) 36,424

2 unchanged sentences

Foreign exchange (loss) gain ( 5,892 )

Other operations ( 1,226 )

Other (expense) income, net 3,018

Loss before income taxes $ ( 147,197 )

3 unchanged sentences

(In thousands, except per share data)

Year Ended December 31, 2023 Expedited Freight Intermodal Corporate

Year Ended December 31, 2024 Expedited Freight Omni Logistics Intermodal Corporate

External revenues $ 1,044,938 $ 1,196,841 $ 232,319 $ 164 $ 2,474,262

4 unchanged sentences

Total consolidated revenues $ 2,474,262

Purchase transportation 511,254 74,941 —

Purchased transportation 546,458 701,035 73,814 —

Salaries, wages and employee benefits 242,411 215,518 58,714 19,764

4 unchanged sentences

Other operating expenses 99,638 101,206 22,511 86,153

Impairment of goodwill — 1,028,397 — —

Segment profit (loss) 67,951 ( 1,044,803 ) 18,925 ( 105,009 ) ( 1,062,936 )

2 unchanged sentences

Foreign exchange loss (gain) ( 1,093 )

Other operations —

Income before income taxes $ 56,639

Other (expense) income, net ( 1,226 )

Loss before income taxes $ ( 1,249,832 )

Forward Air Corporation

2 unchanged sentences

(In thousands, except per share data)

Year Ended December 31, 2022 Expedited Freight Intermodal Corporate

Year Ended December 31, 2023 Expedited Freight Intermodal Corporate Consolidated

External revenues $ 1,096,810 $ 273,925 $ — $ 1,370,735

4 unchanged sentences

Total consolidated revenues $ 1,370,735

Purchase transportation 624,994 105,656 34

Purchased transportation 511,254 74,941 —

Salaries, wages and employee benefits 226,528 66,925 ( 5,621 )

4 unchanged sentences

Other operating expenses 94,545 39,733 57,530

Impairment of goodwill — —

Segment profit (loss) 116,311 25,327 ( 53,428 ) 88,210

2 unchanged sentences

Foreign exchange (loss) gain —

Other operations —

Income before income taxes $ 242,453

Other (expense) income, net —

Loss before income taxes $ 56,639

Revenue from the individual services within the Expedited Freight segment for the years ended December 31, 2025, 2024 and 2023 were as follows:

5 unchanged sentences

Total $ 1,012,559 $ 1,115,163 $ 1,096,958

Assets from each segment for the years ended December 31, 2024, 2023 were as follows:

2024 December 31,

Expedited Freight

$ 691,369 $ 661,270

Omni Logistics

257,323 270,421

127,861 2,047,901

Consolidated total assets $ 2,802,641 $ 2,979,533

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

Quarterly Results of Operations (Unaudited)

The following is a summary of the quarterly results of operations for the years ended December 31, 2024 and 2023:

March 31 June 30 September 30 December 31

Operating revenue $ 541,813 $ 643,666 $ 655,937 $ 632,846

Net income (loss) from continuing operations $ ( 88,794 ) $ ( 966,471 ) $ ( 34,198 ) $ ( 35,378 )

Income from discontinued operations, net of tax — ( 4,876 ) ( 1,137 ) ( 374 )

Net (loss) income attributable to noncontrolling interest $ ( 27,082 ) $ ( 325,914 ) $ 38,073 $ 664

Net (loss) income attributable to Forward Air $ ( 61,712 ) $ ( 645,433 ) $ ( 73,408 ) $ ( 36,416 )

Basic net income (loss) per share:

Continuing operations $ ( 2.81 ) $ ( 23.29 ) $ ( 2.62 ) $ ( 1.23 )

Discontinued operations — ( 0.18 ) ( 0.04 ) ( 0.01 )

Net income per share 1

$ ( 2.81 ) $ ( 23.47 ) $ ( 2.66 ) $ ( 1.24 )

Diluted net income (loss) per share:

Continuing operations $ ( 2.81 ) $ ( 23.29 ) $ ( 2.62 ) $ ( 1.23 )

Discontinued operations — ( 0.18 ) ( 0.04 ) ( 0.01 )

Net income per share 1

$ ( 2.81 ) $ ( 23.47 ) $ ( 2.66 ) $ ( 1.24 )

The Company’s December 31, 2024 interim period includes an immaterial correction of an error that increases net loss from continuing operations by $ 30,300 , primarily as a result of recording a decrease to recorded goodwill impairment of $ 44,900 and a decrease in the recorded tax benefit of $ 65,500 .

These amounts relate to correcting adjustments made to the acquired Omni deferred tax liabilities as of January 25, 2024 and the related impact on the June 30th goodwill impairment charge.

Additionally, the net loss from continuing operations includes a correction of an error related to increased amortization expense for certain software service agreements.

The Company has evaluated the effects of the corrections described above, in accordance with guidance in ASC 250, "Accounting Change and Error Correction".

The Company concluded such corrections to be immaterial to previously issued interim financial statements.

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

(In thousands, except per share data)

March 31 June 30 September 30 December 31

Operating revenue $ 357,709 $ 333,622 $ 340,976 $ 338,428

Net income from continuing operations $ 33,904 $ 17,127 $ 6,493 $ ( 14,721 )

Income from discontinued operations, net of tax 2,464 2,824 2,795 116,465

Net income and comprehensive income $ 36,368 $ 19,951 $ 9,288 $ 101,744

Basic net income per share:

Continuing operations $ 1.28 $ 0.66 $ 0.25 $ ( 0.58 )

Discontinued operations 0.09 0.11 0.11 4.51

Net income per share1 $ 1.37 $ 0.76 $ 0.36 $ 3.93

Diluted net income per share:

Continuing operations $ 1.27 $ 0.65 $ 0.25 $ ( 0.58 )

Discontinued operations 0.09 0.11 0.11 4.51

Net income per share 1

$ 1.37 $ 0.76 $ 0.36 $ 3.93

1 Rounding may impact summation of amounts.

Forward Air Corporation

Schedule II — Valuation and Qualifying Accounts

(In thousands)

of Period Charged to

Expenses Charged to

Other Operating Revenue Deductions Balance at

Year ended December 31, 2024

Allowance for doubtful accounts $ 1,124 $ 4,099 $ — $ 2,608 2

Allowance for revenue adjustments 1

1,082 — 3,635 4,063 3

Deferred tax valuation allowance 395 72,113 — — 72,508

2,601 76,212 3,635 6,671 75,777

Year ended December 31, 2023

Allowance for doubtful accounts $ 1,499 $ 21 $ — $ 396 2

Allowance for revenue adjustments 1

1,630 — 5,091 5,639 3

Deferred tax valuation allowance 4,648 ( 4,253 ) — — 395

7,777 ( 4,232 ) 5,091 6,035 2,601

Year ended December 31, 2022

Allowance for doubtful accounts $ 1,707 $ ( 46 ) $ — $ 162 2

Allowance for revenue adjustments 1

1,526 — 6,426 6,322 3

Deferred tax valuation allowance 4,625 23 — — 4,648

7,858 ( 23 ) 6,426 6,484 7,777

1 Represents an allowance for revenue adjustments resulting from future billing rate changes.

2 Represents uncollectible accounts written off, net of recoveries.

3 Represents adjustments to billed accounts receivable.

Total revenues and long-lived assets, consisting primarily of property and equipment, net, operating lease right-of-use assets, goodwill and other intangible assets, net, aggregated by the Company's U.S.

operations for the year ended December 31, 2025 are as follows:

U.S Operations Foreign Operations

Total Revenues $ 2,165,076 $ 330,042

Total Long-Lived Assets $ 2,037,661 $ 102,259

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 9A. Controls and Procedures