FORWARD AIR CORP 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Our management, including our principal executive and principal financial officers, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. 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 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. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. 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. 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) 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. 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”). 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 57 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 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. 58 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Forward Air Corporation: Opinion on Internal Control Over Financial Reporting 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. 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. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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/ KPMG LLP Dallas, Texas March 11, 2026 59 Item 9B. Other Information During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable Part III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item is incorporated herein by reference to our proxy statement for the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”). The 2026 Proxy Statement will be filed with the SEC not later than 120 days subsequent to December 31, 2025. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the 2026 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item is incorporated herein by reference to the 2026 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the 2026 Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference to the 2026 Proxy Statement. Part IV Item 15. Exhibits, Financial Statement Schedules (a)(1) and (2) List of Financial Statements and Financial Statement Schedules. The response to this portion of Item 15 is submitted as a separate section of this report. (a)(3) List of Exhibits. The response to this portion of Item 15 is submitted as a separate section of this report. (b) Exhibits. The response to this portion of Item 15 is submitted as a separate section of this report. (c) Financial Statement Schedules. 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. 60 EXHIBIT INDEX No. Exhibit 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 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 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. 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). 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 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 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 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) . 61 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). 62 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 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 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 31.1 # Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a)) 31.2 # Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a)) 63 32.1 % Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 % Certification of Principal Financial Officer Pursuant to 18 U.S.C. 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. 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101). *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 64 SIGNATURES 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. Forward Air Corporation Date: March 11, 2026 By: /s/ Jamie Pierson Jamie Pierson Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) 65 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Shawn Stewart President and Chief Executive Officer March 11, 2026 Shawn Stewart (Principal Executive Officer) /s/ Jamie Pierson Chief Financial Officer March 11, 2026 Jamie Pierson (Principal Financial Officer) /s/ James Faught Chief Accounting Officer March 11, 2026 James Faught (Principal Accounting Officer) /s/ Charles Anderson Director March 11, 2026 Charles Anderson /s/ Dale W. Boyles Director March 11, 2026 Dale W. Boyles /s/ Robert Edwards, Jr. Director March 11, 2026 Robert Edwards, Jr. /s/ Christine Gorjanc Director March 11, 2026 Christine Gorjanc /s/ Jérôme Lorrain Executive Chairman and Director March 11, 2026 Jérôme Lorrain /s/ Paul Svindland Director March 11, 2026 Paul Svindland 66 Annual Report on Form 10-K Item 8, Item 15(a)(1) and (2), (a)(3), (b) and (c) List of Financial Statements Financial Statements Certain Exhibits Year Ended December 31, 2025 Forward Air Corporation Dallas, TX F-1 Forward Air Corporation Form 10-K — Item 8 and Item 15(a)(1) and (2) Index to Financial Statements The following consolidated financial statements of Forward Air Corporation are included as a separate section of this report: Page No. Report of KPMG LLP , Independent Registered Public Accounting Firm (PCAOB ID: 185 ) F - 3 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42) F-5 Con solidated Balance Sheets — December 31, 20 2 5 and 202 4 F- 6 Consolidated Statements of Operati ons and Comprehensive (Loss) Income — Years Ended December 31, 202 5 , 202 4 and 202 3 F- 7 C onsolidated Statements of Shareholders’ Equity — Years Ended December 31, 202 5 , 202 4 and 202 3 F- 8 Cons olidated Statements of Cash Flows — Years Ended December 31, 202 5 , 202 4 and 202 3 F- 9 Notes to Consolidated Financial Statements — December 31, 202 5 F- 11 F-2 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. F-3 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. /s/ KPMG LLP We have served as the Company’s auditor since 2025. Dallas, Texas March 11, 2026 F-4 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 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. Basis for Opinion These financial statements are the responsibility of the Company's management. 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 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. We conducted our audits 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 financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company’s auditor from 1991 to 2025. Atlanta, GA March 24, 2025 F-5 Forward Air Corporation Consolidated Balance Sheets (In thousands, except share data) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 105,996 $ 104,903 Restricted cash and restricted cash equivalents — 363 Accounts receivable, less allowance of $ 3,749 in 2025 and $ 3,269 in 2024 343,559 322,291 Other receivables 6,147 205 Prepaid expenses 28,045 29,053 Other current assets 37,254 15,685 Total current assets 521,001 472,500 Property and equipment, net of accumulated depreciation and amortization of $ 340,021 in 2025 and $ 292,855 in 2024 297,882 326,188 Operating lease right-of-use assets 412,535 410,084 Goodwill 522,712 522,712 Other acquired intangibles, net of accumulated amortization of $ 301,453 in 2025 and $ 212,905 in 2024 906,791 999,216 Other long-term assets 58,023 71,941 Total assets $ 2,718,944 $ 2,802,641 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 121,752 $ 105,692 Accrued expenses 114,422 119,836 Other current liabilities 69,130 45,148 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 Finance lease obligations, less current portion 22,387 30,858 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 Other long-term liabilities 53,540 48,835 Deferred income taxes 27,221 38,169 Shareholders' equity: Preferred stock, $ 0.01 par value: Authorized shares - 5,000,000 ; no shares issued or outstanding in 2025 and 2024 — — Series B preferred stock, $ 0.01 par value: Authorized shares - 15,000 ; issued and outstanding shares - 8,760 in 2025 and 10,088 in 2024 — — Common stock, $ 0.01 par value: Authorized shares 50,000,000 ; issued and outstanding shares - 31,326,561 in 2025 and 29,761,197 in 2024 313 298 Additional paid-in capital 559,551 542,392 Accumulated deficit ( 447,100 ) ( 338,230 ) Accumulated other comprehensive income (loss) 580 ( 2,732 ) Total Forward Air shareholders' equity 113,344 201,728 Noncontrolling interest 48,320 84,140 Total shareholders' equity 161,664 285,868 Total liabilities and shareholders' equity $ 2,718,944 $ 2,802,641 The accompanying notes are an integral part of the consolidated financial statements. F-6 Forward Air Corporation Consolidated Statements of Operations and Comprehensive (Loss) Income (In thousands, except per share data) Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Operating revenue $ 2,495,118 $ 2,474,262 $ 1,370,735 Operating expenses: Purchased transportation 1,244,471 1,250,570 586,195 Salaries, wages, and employee benefits 535,681 536,406 287,566 Operating leases 204,029 182,197 87,413 Depreciation and amortization 152,638 143,978 57,405 Insurance and claims 58,970 64,682 50,133 Fuel expense 20,122 21,460 22,004 Other operating expenses 242,783 309,508 191,809 Impairment of goodwill — 1,028,397 — Total operating expenses 2,458,694 3,537,198 1,282,525 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 (loss) gain ( 5,892 ) 1,093 — Other income, net 3,018 1,226 — Total other expense ( 183,621 ) ( 186,896 ) ( 31,571 ) 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 ) — Net (loss) income attributable to Forward Air $ ( 107,796 ) $ ( 816,969 ) $ 167,351 Basic and diluted (loss) income per share attributable to Forward Air: Continuing operations $ ( 3.51 ) $ ( 30.40 ) $ 1.64 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 (loss) income per diluted share 1 $ ( 3.51 ) $ ( 30.63 ) $ 6.40 Dividends per share: $ — $ — $ 0.96 Net (loss) income $ ( 141,725 ) $ ( 1,131,228 ) $ 167,351 Other comprehensive income (loss): Foreign currency translation adjustments 4,320 ( 2,732 ) — 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. The accompanying notes are an integral part of the consolidated financial statements. F-7 Forward Air Corporation Consolidated Statements of Shareholders' Equity (In thousands) Common Stock Preferred Stock - Class B Amount Preferred Stock - Class C Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained (Deficit) Earnings Non-controlling Interest Total Shareholders’ Equity Shares Amount Shares Amount Shares Amount Balance at December 31, 2022 26,462 $ 265 — $ — — $ — $ 270,855 $ — $ 436,124 $ — $ 707,244 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 ) Foreign currency translation adjustments — — — — — — — ( 2,732 ) — — ( 2,732 ) Shares issued - acquisition 700 7 4 — — — 205,510 — — 411,611 617,128 Share-based compensation expense — — — — — — 10,188 — — — 10,188 Payment of minimum tax withholdings on share-based awards ( 43 ) — — — — — — — ( 1,442 ) — ( 1,442 ) Issuance of share-based awards 170 2 — — — — ( 2 ) — — — — Common stock issued under employee stock purchase plan 44 — — — — — 753 — — — 753 Conversion of preferred C series 1,210 12 8 — — — ( 12 ) — — — — Tax receivable agreement liability and other adjustment — — — — — — ( 25 ) — ( 139 ) — ( 164 ) Series B - Conversions and other 2,009 20 ( 2 ) — — — 42,296 — — ( 13,212 ) 29,104 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. F-8 Forward Air Corporation Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Operating activities: Net income (loss) from continuing operations $ ( 141,725 ) $ ( 1,124,841 ) $ 42,803 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 — Share-based compensation expense 13,429 10,188 11,495 Provision for revenue adjustments 3,249 3,635 5,091 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 ) Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: Accounts receivable ( 18,005 ) 9,546 30,555 Other receivables ( 7,365 ) 9,677 ( 5,408 ) Other current and noncurrent assets ( 24,422 ) ( 15,085 ) 30,683 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: Proceeds from sale of property and equipment 2,204 5,137 3,741 Purchases of property and equipment ( 29,116 ) ( 37,060 ) ( 30,725 ) Purchase of businesses, net of cash acquired — ( 1,576,219 ) ( 56,703 ) Other — ( 444 ) — Net cash used in investing activities of continuing operations ( 26,912 ) ( 1,608,586 ) ( 83,687 ) Financing activities: Repayments of finance lease obligations ( 17,305 ) ( 18,425 ) ( 9,500 ) Proceeds from credit facility 110,000 75,000 70,000 Payments on credit facility ( 110,000 ) ( 155,000 ) ( 178,500 ) Proceeds from long-term debt held in escrow — — 1,790,500 Payment of debt issuance costs — ( 52,471 ) — Payment of earn-out liability — ( 12,247 ) — Payments of dividends to shareholders — — ( 24,995 ) Repurchases and retirement of common stock — — ( 93,811 ) Proceeds from common stock issued under employee stock purchase plan 846 753 800 Payment of minimum tax withholdings on share-based awards ( 1,074 ) ( 1,442 ) ( 4,340 ) Contributions from subsidiary held for sale — — 240,572 Net cash provided by (used in) financing activities of continuing operations ( 17,533 ) ( 163,832 ) 1,790,726 Effect of exchange rate changes on cash 791 1,013 — Net increase (decrease) in cash, cash equivalents and restricted cash equivalents from continuing operations 730 ( 1,840,420 ) 1,906,251 F-9 Forward Air Corporation Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Cash from discontinued operation: 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 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 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 and restricted cash equivalents: Cash and cash equivalents $ 105,996 $ 104,903 $ 121,969 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 Non-cash activity: Equipment acquired under finance leases $ 12,319 $ 12,404 $ 25,217 The accompanying notes are an integral part of the consolidated financial statements. F-10 Forward Air Corporation Notes To Consolidated Financial Statements December 31, 2025 (In thousands, except per share data) 1. Operations and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Forward Air Corporation and its subsidiaries (the “Company ” ) is a leading asset-light freight and logistics company. The Company has three reportable segments: Expedited Freight, Omni Logistics ("Omni") and Intermodal. 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 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, 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 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) 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 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 F-11 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 The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Foreign currency amounts attributable to foreign operations have been translated into United States dollars. 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 Operations and Comprehensive (Loss) Income. Cash and Cash Equivalents Cash as of December 31, 2025 and 2024 of $ 105,523 and $ 103,447 , respectively, consisted of cash on hand and bank deposits. Cash equivalents as of December 31, 2025 and 2024 of $ 473 and $ 1,456 , respectively, consisted of money market deposits. The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents. Allowance for Doubtful Accounts and Revenue Adjustments The Company has a broad range of customers, including freight forwarders, third-party logistics companies, passenger and cargo airlines, steamship lines, and retailers, located across a diverse geography. In circumstances in which the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific reserve in order to reduce the net recognized accounts receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes a general reserve based on a percentage of revenue to ensure accounts receivables are properly recorded at the net amount expected to be collected. The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience. Accounts are written off after all means of collection, including legal action, have been exhausted. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. 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. Expenditures for maintenance and repairs are charged to expense as incurred. F-12 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. Costs incurred during the application development stage are capitalized and included in property and equipment. 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: December 31, 2025 December 31, 2024 Land $ 26,517 $ 26,517 Buildings and improvements 95,855 95,801 Equipment 370,039 364,412 Leasehold improvements 86,768 68,459 Computer software 54,677 47,456 Construction in progress 4,047 16,398 Total property and equipment 637,903 619,043 Less accumulated depreciation and amortization ( 340,021 ) ( 292,855 ) Total property and equipment, net $ 297,882 $ 326,188 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 The Company capitalizes the costs incurred during the implementation stage for cloud computing or hosting arrangements. Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred. 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 The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value. A reporting unit is an operating segment or one level below an operating segment, for example, a component. 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. Primarily due to a decrease in the market value of the Company’s common stock during the second quarter of 2024, as a result of many factors including, but not limited to, general market factors, credit rating downgrades, and changes in executive leadership, and the inherent uncertainty associated with the combined enterprise, the Omni reporting unit’s fair value was determined to be less than its carrying value. As a result, the Company recorded a non-cash impairment charge of $ 1,092,741 during the three and six months ended June 30, 2024. 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 Operations and Comprehensive (Loss) Income. F-13 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 The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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 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 carrying amount of goodwill during the years ended December 31, 2025, 2024 and 2023 are summarized as follows: Expedited Freight Omni Logistics Intermodal Consolidated Balance as of December 31, 2023 $ 141,720 $ — $ 136,986 $ 278,706 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 Acquisition — — — — Impairment — — — — Balance as of December 31, 2025 $ 141,720 $ 244,006 $ 136,986 $ 522,712 The Company’s accum ulated goodwill impairment is $ 1,054,083 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services ("TLS") reporting unit of $ 25,686 , and $ 1,028,397 from the Omni transaction. The TLS reporting unit operates within the Expedited Freight reportable segment. 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. The acquired intangible assets have a weighted-average useful life as follows: Intangible Assets Weighted-Average Useful Life Customer relationships 14 years Non-compete agreements 4 years Trade names 5 years For the years ended December 31, 2025, 2024 and 2023, acquired intangible asset amortization was $ 92,425 , $ 85,873 and $ 16,039 , respectively. 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. F-14 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: Gross Carrying Amount Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2023 $ 253,914 $ 6,407 $ 1,500 $ 261,821 Acquisition 903,800 23,400 23,100 950,300 Balance as of December 31, 2024 $ 1,157,714 $ 29,807 $ 24,600 $ 1,212,121 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 Customer Relationships Non-Compete Agreements Trade Names Total Balance as of December 31, 2023 $ 118,993 $ 6,539 $ 1,500 $ 127,032 Amortization expense 74,926 6,712 4,235 85,873 Balance as of December 31, 2024 $ 193,919 $ 13,251 $ 5,735 $ 212,905 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 Accrued Expenses Accrued expenses as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Accrued payroll and related items $ 47,384 $ 54,313 Insurance and claims accruals 24,943 23,021 Payables to Leased Capacity Providers 12,170 11,493 Accrued interest payable 29,925 31,009 Accrued expenses $ 114,422 $ 119,836 F-15 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Other Current Liabilities Other current liabilities as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Tax liabilities $ 4,382 $ 5,946 Accrued legal and professional fees 6,868 11,041 Deferred revenue 13,184 9,899 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 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. Under U.S. Department of Transportation regulations, the Company is liable for bodily injury and property damage caused by the Leased Capacity Providers and employee drivers while they are operating equipment under the Company’s various motor carrier authorities. The potential liability associated with any accident can be severe and occurrences are unpredictable. 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. The Company provides for the estimated costs of vehicle liability and workers’ compensation claims both reported and for claims incurred but not reported. The amount of self-insurance loss reserves and loss adjustment expenses is determined based on an estimation process that uses information obtained from both Company-specific and industry data, as well as general economic information. 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. The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims and through actuarial analysis to determine an estimate of probable losses on claims incurred but not reported. T he Company accrues for the costs of the uninsured portion of pending claims, based on the nature and severity of individual claims and historical claims development trends. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. Failure to establish sufficient insurance reserves and adequately estimate for future insurance claims may cause unfavorable differences between actual self-insurance costs and the reserve estimates. As of December 31, 2025 and 2024, the Company recorded self-insurance loss reserves of $ 69,549 and $ 65,112 , respectively, inclusive of reserves in excess of the self-insured retention limit that are expected to be reimbursed from insurance carriers. As of December 31, 2025, $ 24,943 was recorded in “Accrued expenses” and $ 44,606 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets. As of December 31, 2024, $ 23,021 was recorded in “Accrued expenses” and $ 42,091 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets. 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, 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. F-16 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Revenue Recognition Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectability is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. 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, and equipment rentals. We also provide certain value-added logistics services, such as customs brokerage, fee-based managed services, and warehousing services. These services may include one or more performance obligations, which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage, or it may be longer in the case of warehousing, managed services, and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration. Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers. Leases 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. ASC 842 allows for two types of leases for recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term, while finance leases result in an accelerated expense. The Company determines if an arrangement contains a lease at inception based on whether or not the Company has the right to control the asset during the contract period. All leases greater than 12 months result in the recognition of a right-of-use asset and liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The incremental borrowing rate is estimated based on the contractual lease term and the Company’s applicable borrowing rate. F-17 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Business Combinations Upon the acquisition of a business, the fair value of the assets acquired and liabilities assumed are estimated, which may require judgment regarding the identification of acquired assets and liabilities assumed. Once the acquired assets and assumed liabilities are identified, the fair value of the assets and liabilities are estimated using a variety of approaches that require significant judgments. 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 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. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Refer to Note 7, Income Taxes, for further discussion. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income (loss) per common share pursuant to the two-class method. 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 (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: F-18 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 2025 2024 2023 Numerator: 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: 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 (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 (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 (loss) income per diluted share 1 $ ( 3.51 ) $ ( 30.63 ) $ 6.40 1 Rounding may impact summation of amounts. 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: 2025 2024 2023 Anti-dilutive stock options 31 280 112 Anti-dilutive performance shares 490 5 18 Anti-dilutive restricted shares and deferred stock units 542 154 67 Total anti-dilutive shares 1,063 439 197 F-19 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Share-Based Compensation The Company grants awards under the stock incentive plans to certain employees of the Company. The awards include stock options, restricted shares and performance shares. The fair value of the stock options is estimated on the grant date using the Black-Scholes option pricing model, and share-based compensation expense is recognized on a straight-line basis over the three-year vesting period. The fair value of the restricted shares is the quoted market value of the Company’s common stock on the grant date, and the share-based compensation expense is recognized on a straight-line basis over the vesting period. For certain performance shares, the fair value is the quoted market value of the Company’s common stock on the grant date less the present value of the expected dividends not received during the relevant period. For these performance shares, the share-based compensation expense is recognized on a straight-line basis over the vesting period based on the projected assessment of the level of performance that will be achieved. The fair value of other performance shares that have a financial target of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, is estimated on the grant date using a Monte Carlo simulation model. The share-based compensation expense is recognized on a straight-line basis over the vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits in the Consolidated Statements of Comprehensive Income. Refer to Note 6, Stock Incentive Plan , for further discussion. New Accounting Standards Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction. 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 impact of the new standard. 2. Discontinued Operations and Held for Sale Sale of Final Mile 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 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. F-20 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (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 Operations and Comprehensive (Loss) Income for the years ended December 31, 2023 is as follows: Operating revenue $ 273,873 Operating expenses: Purchased transportation 158,233 Salaries, wages and employee benefits 51,304 Operating leases 12,325 Depreciation and amortization 5,212 Insurance and claims 2,586 Fuel expense 305 Other operating expenses 36,842 Total operating expenses 266,807 Income from discontinued operations 7,066 Gain (loss) on sale of business 155,829 Income from discontinued operations before income taxes 162,895 Income tax expense 38,347 Income (loss) from discontinued operations, net of tax $ 124,548 F-21 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 3. Acquisitions 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 as amended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”). Omni, headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally. 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 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. The results of Omni have been included in the Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Omni reportable segment and is not expected to be deductible for tax purposes. Details of consideration paid are included in the Purchase Price Allocation table within this footnote. F-22 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Business Combination Accounting - Omni Logistics We accounted for the Omni purchase using the acquisition method of accounting under U.S. 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 December 31, 2024 Consideration Transferred Cash consideration paid $ 1,643,502 $ — $ 1,643,502 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 Cash and cash equivalents acquired 78,260 ( 10,977 ) 67,283 Accounts receivable 181,570 10,441 192,011 Property and equipment 75,292 14,082 89,374 Other assets 35,639 ( 3,084 ) 32,555 Operating lease right-of-use assets 234,025 13,665 247,690 Customer relationships 1,062,729 ( 158,929 ) 903,800 Non-compete agreements 42,509 ( 19,109 ) 23,400 Trademarks and other 42,510 ( 19,410 ) 23,100 Total assets acquired 1,752,534 ( 173,321 ) 1,579,213 Current liabilities 156,408 ( 368 ) 156,040 Finance lease obligations 14,606 2,977 17,583 Operating lease liabilities 234,025 13,844 247,869 Other liabilities 643 ( 559 ) 84 Deferred income taxes 133,673 22,127 155,800 Total liabilities assumed 539,355 38,021 577,376 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: Years Customer relationships 14 years Non-compete agreements 4 years Trademarks and other 5 years F-23 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Supplemental Pro Forma Information The following table represents the pro forma financial information as if Omni had been included in the consolidated results of the Company since January 1, 2023 (unaudited and in thousands): Year Ended December 31, 2024 December 31, 2023 Pro forma revenue $ 2,556,262 $ 2,659,431 Pro forma net loss from continuing operations ( 1,190,392 ) ( 159,425 ) The pro forma financial information adjusts the net loss for amortization of the intangible assets and the fair value adjustments of the assets acquired in connection with the Omni Acquisition as if the Closing had occurred on January 1, 2023. The one year acquisition measurement period closed on the anniversary of the transaction. Acquisition of Land Air Express In January 2023, the Company acquired certain assets of Land Air Express, Inc. (“Land Air”) for $ 56,567 . Land Air, headquartered in Bowling Green, Kentucky, offers a variety of less-than-truckload services including guaranteed, standard, exclusive, same day, hot shot and pickup and delivery, and operates in over 25 terminals across the United States. The acquisition of Land Air is expected to accelerate the expansion of the Company’s national terminal footprint, particularly in the middle part of the United States, and strategically position the Company to better meet the current and future needs of customers. The acquisition was funded using cash flow from operations and proceeds from the Company’s credit facility. The results of Land Air have been included in the Company’s Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Expedited Freight reportable segment. Land Air January 31, 2023 Tangible assets: Property and equipment $ 738 Total tangible assets 738 Intangible assets: Customer relationships 1 35,200 Goodwill 20,629 Total intangible assets 55,829 Total assets acquired 56,567 Net assets acquired 2 $ 56,567 1 Estimated useful life of 15 years 2 No liabilities were assumed in relation to the Land Air transaction. F-24 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 4. Indebtedness Long-term debt consisted of the following as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Term Loan, expiring 2030 $ 1,045,000 $ 1,045,000 Senior Secured Notes, maturing 2031 725,000 725,000 Debt issuance discount ( 47,467 ) ( 54,067 ) Debt issuance costs ( 35,285 ) ( 40,003 ) Total long-term debt $ 1,687,248 $ 1,675,930 Senior Secured 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 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 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 %; (b) in the case of a redemption occurring during the 12-month period commencing on October 15, 2027, at a redemption price of 102.375 %; 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, 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 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: (i) the prime rate; (ii) 0.50 % above the overnight federal funds rate; and (iii) the one-month SOFR plus 1.00 %. The applicable margin for SOFR loans is 4.50 % and the applicable margin for base rate loans is 3.50 %. 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. F-25 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) The Revolving Credit Facility will mature on January 25, 2029. 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 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, 2025 and 2024, the Company had no outstanding borrowings under the Revolving Credit Facility. Letters of Credit 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. The Company incurs letter of credit fees at 4.25 % of the related amount outstanding. Interest Payments Cash payments for interest were $ 166,665 , $ 163,999 and $ 11,923 for the years ended December 31, 2025, 2024 and 2023 respectively. No interest was capitalized during the year ended December 31, 2025, 2024 and 2023. Interest Income 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 . 5. Shareholders’ Equity Preferred Stock There are 5,000 shares of preferred stock with a par value of $ 0.01 authorized, but no shares have been issued to date. Cash Dividends 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 F-26 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 F-27 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 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. 6. Stock Incentive Plan Stock Incentive Plan 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: Year Ended 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 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. F-28 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Stock Options Certain executives are eligible to receive grants of stock options. Employees may exercise the stock options at anytime after the grant is vested but no later than seven years after the date of grant. Stock options vest over a three-year period from 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 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 Weighted average grant-date fair value $ — $ — $ 39.75 Weighted average assumptions under Black-Scholes option model: Expected dividend yield — % — % 0.8 % Expected stock price volatility — % — % 32.5 % Risk-free interest rate — % — % 3.8 % Expected life of awards (years) 0.0 0.0 5.6 Stock option transactions during the year ended December 31, 2025 were as follows: Number of Shares Weighted Average Exercise Price Outstanding as of January 1 280 $ 77.08 Granted — — Exercised — — Forfeited or Canceled ( 249 ) 72.93 Outstanding as of December 31 31 $ 110.26 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, 2025 Weighted Average Exercise Price $ 100.93 - $ 115.42 31 3.6 $ 110.26 29 $ 109.85 The total intrinsic value of both outstanding and exercisable stock options was $ 0 . No stock options were exercised during 2025, 2024 and 2023. F-29 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 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. Share-based compensation expense associated with these awards is amortized ratably over the requisite service period. All forfeitures are recognized as incurred. Restricted share transactions for the year ended December 31, 2025 were as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 382 $ 38.76 Granted 420 30.41 Vested ( 162 ) 42.93 Forfeited ( 130 ) 34.09 Outstanding as of December 31 510 $ 31.96 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, 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 Certain executives and key employees are eligible to receive grants of performance awards. The performance share agreement provides for awards based on achieving certain financial targets, such as targets for earnings before interest, taxes, depreciation and amortization, and the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, as determined by the Board. Performance targets are set at the beginning of each three-year measurement period. The share awards are earned over the vesting period, and the number of shares earned is determined based on the cumulative results for the measurement period. The performance agreement provides for employees to earn 0 % to 200 % of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Performance shares do not receive dividends until the shares are vested. Awards earned are paid in shares of common stock of the Company at the end of the vesting period. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. Depending on the financial target, share-based compensation expense is determined based on the projected assessment of the level of performance that will be achieved. All forfeitures are recognized as incurred. F-30 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 and the weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Weighted average grant-date fair value $ 35.56 $ 11.87 $ 120.27 Weighted average assumptions under the Monte Carlo simulation model: Expected stock price volatility 55.7 % 42.8 % 37.8 % Weighted average risk-free interest rate 4.3 % 4.7 % 4.2 % 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 Outstanding as of January 1 339 $ 15.88 Granted 208 35.56 Forfeited or unearned ( 57 ) 24.60 Outstanding as of December 31 490 $ 23.22 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 Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 225 shares of common stock to employees. These shares may be issued at a price equal to 90 % of the lesser of the market value on the first day or the last day of each six -month purchase period. 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: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Shares purchased by participants under the ESPP 34 44 10 Average purchase price $ 22.20 $ 17.16 $ 69.81 Weighted average fair value of each purchase under the ESPP granted 1 $ 2.47 $ 1.91 $ 7.76 Share-based compensation expense for ESPP $ 89 $ 84 $ 76 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period. F-31 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Director Restricted Shares 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. Each director may elect to defer receipt of the common shares until the director departs from the Board. If a director elects to defer receipt, the Company will issue deferred stock units in which the director does not have voting rights or other incidents of ownership until the shares are issued. 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. Director restricted share transactions for the year ended December 31, 2025 were a s follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 18 $ 18.67 Granted 100 20.41 Vested ( 80 ) 20.11 Forfeited ( 6 ) 20.21 Outstanding as of December 31 32 $ 20.21 Year Ended December 31, 2025 December 31, 2024 December 31, 2023 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. As of December 31, 2025, the total share-based compensation expense related to the restricted shares not yet recognized was $ 292 , and the weighted average period over which it is expected to be recognized is less than one year . 7. Income Taxes The Company is taxed as a corporation and pays corporate federal and state taxes on income allocated to it from Opco based on the Company’s economic interest in Opco. Opco’s members, including the Company, are liable for federal, state and local income taxes based on their share of Opco’s pass-through taxable income. 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. The earliest period the Company is subject to examination of federal income tax returns by the Internal Revenue Service is 2021. The state income tax returns and non-U.S. 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. F-32 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 Current: Federal $ 632 $ 3,625 $ 18,444 State 1,390 178 4,285 Foreign 3,454 4,716 — Total Current Tax Expense 5,476 8,519 22,729 Deferred: Federal ( 5,252 ) ( 113,588 ) ( 6,268 ) State 208 ( 19,922 ) ( 2,625 ) Foreign ( 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: 2025 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 % F-33 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 2024 2023 Tax Expense at the Statutory Rate $ ( 262,466 ) $ 11,894 State Income Taxes, Net of Federal Income Tax Benefit ( 19,538 ) 1,561 Share-based compensation ( 16 ) ( 537 ) Other permanent differences 1,743 ( 36 ) Non-deductible compensation 156 1,190 Foreign Tax Rate Differential ( 1,019 ) — Federal income tax credits — ( 34 ) Change in Valuation Allowance 57,614 — Non-Controlling Interest 65,772 — Goodwill Impairment 42,081 — Other ( 9,318 ) ( 202 ) 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: December 31, 2025 December 31, 2024 Deferred tax assets Operating Lease Liabilities $ 15,168 $ 1,318 Net Operating Loss Carryforwards 24,284 12,617 Interest Disallowance 50,587 23,827 Investment in Partnership 43,225 36,179 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 Deferred Tax Liabilities Tax Over Book Depreciation 4,838 4,047 Operating Lease Right-of-Use-Assets 13,976 1,391 Intangible Assets 33,376 37,420 Other 893 39 Total Deferred Tax Liabilities 53,083 42,897 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 Mexico 1,665 United States Federal ( 5,010 ) Other 1,367 Total cash income taxes paid $ 872 F-34 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 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 $ 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. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies. In making this assessment, all available evidence was considered including economic climate, as well as reasonable tax planning strategies. A reconciliation of the beginning and ending amount of unrecognized tax benefits as of and during the years ended December 31, 2025 and 2024 is as follows: Balance at December 31, 2023 $ 153 Reductions for settlement with state taxing authorities ( 66 ) Reductions for tax positions of prior years ( 213 ) Additions from acquisition of Omni Newco, LLC 2,257 Balance at December 31, 2024 $ 2,131 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. As of December 31, 2025 and 2024, the Company had $ 6,502 and $ 2,131 , respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 2025 and 2024, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 467 an d $ 394 , respectively. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Interest expense, net” and “Other operating expenses,” respectively. In connection with the Omni Acquisition, the Company entered into a Tax Receivable Agreement with certain Omni Holders. 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 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 the Tax Receivable Agreement. 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. F-35 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 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 different aspects of the directive and most have already enacted legislation. A number of other countries are also implementing similar legislation. As of December 31, 2025, based on the countries in which we do business that have enacted legislation effective January 1, 2025, the impact of these rules to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2025 , the Company has not recorded a provision for U.S. or additional foreign withholding taxes on investments in foreign subsidiaries that are indefinitely reinvested. Generally, such amounts become subject to U.S. 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. 8. Leases The Company leases certain land, buildings, equipment and office equipment under finance and operating leases. Equipment includes tractors, straight trucks, forklifts and trailers. Equipment under a finance lease is amortized over the shorter of the lease term or its estimated useful life. The Company subleases certain facilities to independent third parties. Since the Company is not relieved of its obligation under these leases, a right-of-use lease asset and corresponding operating lease liability is recorded. Sublease rental income was $ 5,521 , $ 5,457 and $ 2,991 in 2025, 2024 and 2023, respectively. The Company does not recognize a right-of-use asset or lease liability with respect to operating leases with an initial lease term of 12 months or less, and recognizes expense on such leases on a straight-line basis over the lease term. The Company does not account for lease components separately from nonlease components. The Company has certain leases that include one or more options to renew, with renewal periods ranging from one to 25 years. The exercise of the lease renewal options is at the discretion of the Company and is included in the determination of the right-of-use asset and operating lease liability when the option is reasonably certain of being exercised. The depreciable life of right-of-use assets and leasehold improvements is limited by the expected lease term. The Company has certain lease agreements for equipment that include variable rental payments based on estimated mileage. The variable rental payments are adjusted for periodically based on actual mileage. In addition, the Company has certain lease agreements that include variable rental payments that are adjusted periodically for inflation based on the index rate as defined by the applicable government authority. The Company’s leases generally do not provide an implicit rate, and therefore, the Company applies its incremental borrowing rate using information available at lease commencement or modification to determine the present value of lease payments. The incremental borrowing rate is an estimate based on the interest rate the Company would pay to borrow an amount equal to the lease payments on a collateralized basis and over a similar term, within a similar economic environment. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company has contracts with Leased Capacity Providers. Since the contracts explicitly identify the tractors operated by the Leased Capacity Providers, the Company determined the contracts contain an embedded lease. The compensation of Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipm ent and a rate per mile. 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 $ 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. F-36 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Total lease cost for 2025 and 2024 was as follows: Year Ended Classification December 31, 2025 December 31, 2024 Operating lease cost Operating leases $ 141,300 $ 122,854 Short-term lease cost Operating leases 18,315 14,623 Variable lease cost Purchased transportation, operating leases and other operating expenses 414,409 434,689 Sublease income Operating revenue ( 5,521 ) ( 5,457 ) Finance lease cost: Amortization of leased assets Depreciation and amortization 17,568 20,194 Interest on leased liabilities Interest expense, net 2,846 3,383 Total lease cost $ 588,917 $ 590,286 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: Operating Leases Finance Leases 2026 $ 133,367 $ 18,174 2027 114,574 13,691 2028 92,866 6,800 2029 71,845 2,483 2030 54,024 983 Thereafter 47,382 4 Total minimum lease payments 514,058 42,135 Less: imputed interest ( 80,021 ) ( 3,753 ) Present value of future minimum lease payments 434,037 38,382 Less: current portion of lease obligations ( 107,026 ) ( 15,995 ) Long-term lease obligations $ 327,011 $ 22,387 The following table summarizes the weighted-average remaining lease term and weighted average discount rate: December 31, 2025 December 31, 2024 Weighted average remaining lease term (in years): Operating leases 4.5 5.1 Finance leases 2.7 3.0 Weighted average discount rate: Operating leases 6.6 % 6.4 % Finance leases 6.4 % 5.8 % F-37 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: Year Ended December 31, 2025 December 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 133,293 $ 114,574 Operating cash flows from finance leases 2,846 3,384 Financing cash flows from finance leases 17,305 18,323 Right-of-use assets obtained in exchange for finance lease liabilities 12,319 12,404 Right-of-use assets obtained in exchange for operating lease liabilities $ 111,266 $ 153,009 9. Commitments and Contingencies Contingencies On September 26, 2023, Rodney Bell, Michael A. 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 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 transactions until a shareholder vote was held. 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, 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 F-38 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) 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 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 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. 10. Employee Benefit Plan The Company sponsors a qualified defined contribution plan covering substantially all employees. Under the defined contribution plan, the Company contributes 25.0 % of the employee’s contribution up to a maximum of 6.0 % of annual compensation, subject to certain limits. The Company contributed $ 7,081 , $ 4,524 and $ 2,001 for the years ended December 31, 2025, 2024 and 2023, respectively. 11. Fair Value of Financial Instruments The Company categorizes its assets and liabilities into one of three levels based on the assumptions used in valuing the asset or liability. Estimates of fair value financial assets and liabilities are based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with this guidance, fair value measurements are classified under the following hierarchy: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Model-derived valuations in which one or more significant inputs are unobservable. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 are summarized below: As of December 31, 2025 Level 1 Level 2 Level 3 Total Liabilities under tax receivable agreement $ — $ — $ 10,580 $ 10,580 As of December 31, 2024 Level 1 Level 2 Level 3 Total 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. F-39 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (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. 12. 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 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. 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. Each segment is allocated an insurance premium and deductible that corresponds to the self-insured retention limit for that particular segment. Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Corporate. 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, 2025 Expedited Freight Omni Logistics Intermodal Corporate Consolidated External revenues $ 914,659 $ 1,351,164 $ 229,295 $ — $ 2,495,118 Intersegment revenues 97,900 — 1,238 — 99,138 1,012,559 1,351,164 230,533 — 2,594,256 Reconciliation of revenue Elimination of intersegmental revenues ( 99,138 ) Total consolidated revenues $ 2,495,118 Less: Purchased transportation 491,917 774,785 76,907 — Salaries, wages and employee benefits 210,418 232,138 57,640 35,485 Operating leases 64,353 114,573 22,312 2,791 Depreciation and amortization 40,721 93,539 17,929 449 Insurance and claims 40,746 4,921 11,667 1,636 Fuel expense 8,985 3,682 7,433 22 Other operating expenses 85,639 97,364 19,721 40,059 Segment profit (loss) 69,780 30,162 16,924 ( 80,442 ) 36,424 Reconciliation of segment profit or loss Interest expense, net ( 180,747 ) Foreign exchange (loss) gain ( 5,892 ) Other (expense) income, net 3,018 Loss before income taxes $ ( 147,197 ) F-40 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Year Ended December 31, 2024 Expedited Freight Omni Logistics Intermodal Corporate Consolidated External revenues $ 1,044,938 $ 1,196,841 $ 232,319 $ 164 $ 2,474,262 Intersegment revenues 70,225 — 513 — 70,738 1,115,163 1,196,841 232,832 164 2,545,000 Reconciliation of revenue Elimination of intersegmental revenues ( 70,738 ) Total consolidated revenues $ 2,474,262 Less: Purchased transportation 546,458 701,035 73,814 — Salaries, wages and employee benefits 242,411 215,518 58,714 19,764 Operating leases 63,398 96,500 21,599 699 Depreciation and amortization 41,858 83,542 18,440 139 Insurance and claims 43,716 12,297 10,251 ( 1,582 ) Fuel expense 9,733 3,149 8,578 — 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 ) Reconciliation of segment profit or loss Interest expense, net 189,215 Foreign exchange loss (gain) ( 1,093 ) Other (expense) income, net ( 1,226 ) Loss before income taxes $ ( 1,249,832 ) F-41 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2025 (In thousands, except per share data) Year Ended December 31, 2023 Expedited Freight Intermodal Corporate Consolidated External revenues $ 1,096,810 $ 273,925 $ — $ 1,370,735 Intersegment revenues 148 118 — 266 1,096,958 274,043 — 1,371,001 Reconciliation of revenue Elimination of intersegmental revenues ( 266 ) Total consolidated revenues $ 1,370,735 Less: Purchased transportation 511,254 74,941 — Salaries, wages and employee benefits 226,528 66,925 ( 5,621 ) Operating leases 61,728 25,685 — Depreciation and amortization 37,414 19,991 — Insurance and claims 38,294 10,320 1,519 Fuel expense 10,884 11,121 — Other operating expenses 94,545 39,733 57,530 Impairment of goodwill — — Segment profit (loss) 116,311 25,327 ( 53,428 ) 88,210 Reconciliation of segment profit or loss Interest expense, net ( 31,571 ) Foreign exchange (loss) gain — 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: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Expedited Freight revenues: Network $ 761,940 $ 854,138 $ 845,949 Truckload 165,889 170,455 159,513 Other 84,730 90,570 91,496 Total $ 1,012,559 $ 1,115,163 $ 1,096,958 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. and non-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 F-42