Forward Air Corporation Reports Fourth Quarter and Full Year 2025 Results

Key Terms

consolidated ebitda financial

Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.

free cash flow financial

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

basis points financial

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

Omni Segment Reports Another Strong Quarter with Best Results Since the Acquisition

Expedited Freight Segment’s Quarterly Results Significantly Improved Year Over Year

Ended 2025 in a Solid Liquidity Position

DALLAS--(BUSINESS WIRE)-- Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three months and twelve months ended December 31, 2025, as presented in the tables below.

“We delivered solid results in 2025 despite less than favorable freight market conditions,” said Shawn Stewart, President & Chief Executive Officer. “For the full year we reported operating income of $36 million and Consolidated EBITDA of $307 million. During the year we diligently focused on what we could control including aligning our cost structure to match demand and executing our transformation strategy. We also unified our U.S. domestic ground operations and unveiled our new Latin American regional structure taking significant steps to strengthen our global logistics network.

“Our fourth quarter results were consistent with recent quarters, led by the Omni segment which continued to see strong demand for its diversified service offerings. This segment achieved its highest revenue, highest Reported EBITDA and highest Reported EBITDA margin, excluding the impact of goodwill adjustments, since we acquired the company in January 2024. Revenue increased by $34 million to $360 million compared to a year ago. Reported EBITDA increased by $4 million to $36 million and Reported EBITDA margin improved by 20 basis points to 10 percent compared to the fourth quarter 2024.

“At the Expedited Freight segment, we remained focused on charging the optimal price for freight moving through our network and actively managed expenses. Fourth quarter Reported EBITDA improved by $7 million to $25 million compared to the fourth quarter 2024. We also saw a meaningful improvement in year over year Reported EBITDA margin which increased by 350 basis points with a margin of 10.1 percent in the fourth quarter 2025 compared to 6.6 percent in the fourth quarter 2024.

“At the Intermodal segment, port activity was unfavorably impacted by trade-related softness and the typical seasonality contributed to declining shipments and revenue per shipment compared to a year ago. In the fourth quarter the Intermodal segment’s Reported EBITDA and margin were $7 million and 14.2 percent compared to $10 million and 17.5 percent a year ago. We have an experienced team leading the Intermodal segment and I am confident in their ability to deliver solid results as we manage through the current freight market,” concluded Stewart.

Jamie Pierson, Chief Financial Officer added, “We reported consolidated revenue of $631 million in the fourth quarter compared to $633 million a year ago. Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $77 million compared to $72 million for the same period last year. For the full year 2025, Consolidated EBITDA was $307 million which is in line with the $311 million in 2024.

“Liquidity at the end of the fourth quarter was $367 million comprised of $106 million in cash and $261 million of availability under our credit facility. This compares to $382 million in liquidity at the end of 2024.

“Cash provided by operating activities was $44 million in 2025 compared to cash used in operating activities of $69 million in 2024, reflecting a year over year improvement of $113 million,” concluded Pierson.

		Three Months Ended
(in thousands, except per share data)		December 31, 2025				December 31, 2024				Change				Percent Change
Operating revenue		$	631,230			$	632,846			$	(1,616	)		(0.3	)%
Income (loss) from continuing operations		$	(2,868	)		$	75,855			$	(78,723	)		(103.8	)%
Operating margin			(0.5	)%			12.0	%		(12.5)%
Loss from continuing operations		$	(36,413	)		$	(35,378	)		$	(1,035	)		(2.9	)%
Net loss attributable to Forward Air per diluted share		$	(0.91	)		$	(1.23	)		$	0.32			26.0	%
Cash provided by (used in) operating activities		$	(22,728	)		$	(23,245	)		$	517			2.2	%
Non-GAAP Financial Measures: 1
Consolidated EBITDA		$	76,628			$	72,263			$	4,365			6.0	%
Free cash flow		$	(30,664	)		$	(27,851	)		$	(2,813	)		(10.1	)%
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

		Twelve Months Ended
(in thousands, except per share data)		December 31, 2025				December 31, 2024				Change				Percent Change
Operating revenue		$	2,495,118			$	2,474,262			$	20,856			0.8	%
Income (loss) from continuing operations		$	36,424			$	(1,062,936	)		$	1,099,360			103.4	%
Operating margin			1.5	%			(43.0	)%		44.5%
Loss from continuing operations		$	(141,725	)		$	(1,124,841	)		$	983,116			87.4	%
Net loss attributable to Forward Air per diluted share		$	(3.51	)		$	(30.40	)		$	26.89			88.5	%
Cash provided by (used in) operating activities		$	44,384			$	(69,015	)		$	113,399			164.3	%
Non-GAAP Financial Measures: 1
Consolidated EBITDA		$	307,129			$	310,714			$	(3,585	)		(1.2	)%
Free cash flow		$	17,472			$	(100,938	)		$	118,410			117.3	%
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

Review of Financial Results

Forward will hold a conference call to discuss the fourth quarter and full year 2025 results on Monday, February 23, 2026 at 4:30 p.m. ET. The Company’s conference call will be available online on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, or by dialing (800) 579-2543, Access Code: FWRDQ425.

A replay of the conference call will be available on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investor Relations portion of the Company’s website to easily find or navigate to current and pertinent information about us.

About Forward Air Corporation

Forward is a leading asset-light provider of transportation services across the United States, Canada and Latin America. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com.

Forward Air Corporation
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited, in thousands, except per share data)
	Three Months Ended								Twelve Months Ended
	December 31, 2025				December 31, 2024				December 31, 2025				December 31, 2024
Operating revenue:
Expedited Freight	$	246,928			$	265,879			$	1,012,559			$	1,115,163
Omni		359,794				325,609				1,351,164				1,196,841
Intermodal		50,563				59,829				230,533				232,832
Eliminations and other operations		(26,055	)			(18,471	)			(99,138	)			(70,574	)
Operating revenue		631,230				632,846				2,495,118				2,474,262
Operating expenses:
Purchased transportation		320,519				319,498				1,244,471				1,250,570
Salaries, wages and employee benefits		116,367				130,024				535,681				536,406
Operating leases		53,581				48,326				204,029				182,197
Depreciation and amortization		40,724				37,657				152,638				143,978
Insurance and claims		15,709				19,721				58,970				64,682
Fuel expense		4,166				5,500				20,122				21,460
Other operating expenses		83,032				75,333				242,783				309,508
Impairment of goodwill		—				(79,068	)			—				1,028,397
Total operating expenses		634,098				556,991				2,458,694				3,537,198
Income (loss) from continuing operations:
Expedited Freight		15,206				7,238				69,780				67,951
Omni Logistics		9,852				88,520				30,162				(1,044,803	)
Intermodal		2,865				5,931				16,924				18,925
Other Operations		(30,791	)			(25,834	)			(80,442	)			(105,009	)
Income (loss) from continuing operations		(2,868	)			75,855				36,424				(1,062,936	)
Other expense:
Interest expense, net		(45,099	)			(48,427	)			(180,747	)			(189,215	)
Foreign exchange loss		222				3,005				(5,892	)			1,093
Other income (expense), net		2,635				1,188				3,018				1,226
Total other expense		(42,242	)			(44,234	)			(183,621	)			(186,896	)
Income (loss) from continuing operations before income taxes		(45,110	)			31,621				(147,197	)			(1,249,832	)
Income tax (benefit) expense		(8,697	)			66,999				(5,472	)			(124,991	)
Loss from continuing operations		(36,413	)			(35,378	)			(141,725	)			(1,124,841	)
Loss from discontinued operations, net of tax		—				(374	)			—				(6,387	)
Net loss		(36,413	)			(35,752	)		$	(141,725	)		$	(1,131,228	)
Net income (loss) attributable to noncontrolling interest		(8,087	)			664				(33,929	)			(314,259	)
Net loss attributable to Forward Air	$	(28,326	)		$	(36,416	)		$	(107,796	)		$	(816,969	)
Basic and diluted loss per share attributable to Forward Air:
Continuing operations	$	(0.91	)		$	(1.23	)		$	(3.51	)		$	(30.40	)
Discontinued operation						(0.01	)			—				(0.23	)
Net loss per basic and diluted share	$	(0.91	)		$	(1.24	)		$	(3.51	)		$	(30.63	)

Expedited Freight Segment Information
(In thousands)
(Unaudited)
	Three Months Ended
	December 31, 2025			Percent of Revenue			December 31, 2024			Percent of Revenue			Change				Percent Change
Operating revenue:
Network 1	$	183,914		74.5	%		$	199,022		74.8	%		$	(15,108	)		(7.6	)%
Truckload		41,597		16.8				45,087		17.0				(3,490	)		(7.7	)
Other		21,417		8.7				21,770		8.2				(353	)		(1.6	)
Total operating revenue		246,928		100.0				265,879		100.0				(18,951	)		(7.1	)
Operating expenses:
Purchased transportation		121,524		49.2				136,151		51.2				(14,627	)		(10.7	)
Salaries, wages and employee benefits		49,500		20.0				56,587		21.3				(7,087	)		(12.5	)
Operating leases		15,768		6.4				18,130		6.8				(2,362	)		(13.0	)
Depreciation and amortization		9,825		4.0				10,395		3.9				(570	)		(5.5	)
Insurance and claims		9,330		3.8				10,423		3.9				(1,093	)		(10.5	)
Fuel expense		1,841		0.7				2,605		1.0				(764	)		(29.3	)
Other operating expenses		23,934		9.7				24,350		9.2				(416	)		(1.7	)
Total operating expenses		231,722		93.8				258,641		97.3				(26,919	)		(10.4	)
Income from operations	$	15,206		6.2	%		$	7,238		2.7	%		$	7,968			110.1	%
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue.

Expedited Freight Operating Statistics
	Three Months Ended
	December 31, 2025			December 31, 2024			Percent Change
Business days		64			64		—	%
Tonnage 1,2
Total pounds		598,724			670,168		(10.7	)
Pounds per day		9,355			10,471		(10.7	)
Shipments 1,2
Total shipments		708			783		(9.6	)
Shipments per day		11.1			12.2		(9.0	)
Weight per shipment		846			856		(1.2	)
Revenue per hundredweight 3	$	30.70		$	29.70		3.4
Revenue per hundredweight, ex fuel 3	$	24.30		$	23.74		2.4
Revenue per shipment 3	$	259.77		$	254.30		2.2
Revenue per shipment, ex fuel 3	$	205.63		$	203.26		1.2
1 In thousands.
2 Excludes accessorial and Truckload products.
3 Includes intercompany revenue between the Network and Truckload revenue streams.

Omni Logistics Segment Information
(In thousands)
(Unaudited)
	Three Months Ended
	December 31, 2025			Percent of Revenue			December 31, 2024			Percent of Revenue			Change			Percent Change
Operating revenue	$	359,794		100.0	%		325,609			100.0	%		34,185			10.5	%
Operating expenses:
Purchased transportation		207,699		57.7			183,084			56.2			24,615			13.4
Salaries, wages and employee benefits		55,398		15.4			54,056			16.6			1,342			2.5
Operating leases		31,818		8.8			23,036			7.1			8,782			38.1
Depreciation and amortization		26,058		7.2			22,605			6.9			3,453			15.3
Insurance and claims		1,117		0.3			3,911			1.2			(2,794	)		(71.4	)
Fuel expense		903		0.3			863			0.3			40			4.6
Other operating expenses		26,949		7.5			28,602			8.8			(1,653	)		(5.8	)
Impairment of goodwill		—		—			(79,068	)		(24.3	)		79,068			100.0
Total operating expenses		349,942		97.3			237,089			72.8			112,853			47.6
Income from operations		9,852		2.7	%		88,520			27.2	%		(78,668	)		(88.9	)%

Intermodal Segment Information
(In thousands)
(Unaudited)
	Three Months Ended
	December 31, 2025			Percent of Revenue			December 31, 2024			Percent of Revenue			Change				Percent Change
Operating revenue	$	50,563		100.0	%		$	59,829		100.0	%		$	(9,266	)		(15.5	)%
Operating expenses:
Purchased transportation		17,351		34.3				18,901		31.6				(1,550	)		(8.2	)
Salaries, wages and employee benefits		12,126		24.0				14,227		23.8				(2,101	)		(14.8	)
Operating leases		4,910		9.7				6,463		10.8				(1,553	)		(24.0	)
Depreciation and amortization		4,325		8.6				4,519		7.6				(194	)		(4.3	)
Insurance and claims		2,829		5.6				2,498		4.2				331			13.3
Fuel expense		1,422		2.8				2,032		3.4				(610	)		(30.0	)
Other operating expenses		4,735		9.4				5,258		8.8				(523	)		(9.9	)
Total operating expenses		47,698		94.3				53,898		90.1				(6,200	)		(11.5	)
Income from operations	$	2,865		5.7	%		$	5,931		9.9	%		$	(3,066	)		(51.7	)%

Intermodal Operating Statistics
	Three Months Ended
	December 31, 2025			December 31, 2024			Percent Change
Drayage shipments		57,953			63,920		(9.3	)%
Drayage revenue per shipment	$	790		$	847		(6.7	)%

Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
	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, net		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 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
Liabilities 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		—				—
Common stock		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

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Three Months Ended
	December 31, 2025				December 31, 2024
Operating activities:
Net loss from continuing operations	$	(36,413	)		$	(35,378	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		40,724				37,657
Impairment of goodwill		—				(79,068	)
Share-based compensation expense		2,380				2,100
Provision for revenue adjustments		930				874
Deferred income tax (benefit) expense		(10,425	)			63,646
Impairment of abandoned software project costs		19,765				—
Other		493				10,621
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable		(2,114	)			43,596
Other receivables		(7,092	)			3,518
Other current and noncurrent assets		(28,804	)			3,130
Accounts payable and accrued expenses		(2,172	)			(73,941	)
Net cash used in operating activities of continuing operations		(22,728	)			(23,245	)
Investing activities:
Proceeds from sale of property and equipment		415				2,644
Purchases of property and equipment		(8,351	)			(7,250	)
Purchases of a business, net of cash acquired		—				(10,977	)
Other						(125	)
Net cash used in investing activities of continuing operations		(7,936	)			(15,708	)
Financing activities:
Repayments of finance lease obligations		(4,319	)			(3,086	)
Proceeds from credit facility		25,000				75,000
Payments on credit facility		(25,000	)			(75,000	)
Payment of debt issuance costs		—				8,120
Proceeds from common stock issued under employee stock purchase plan		412				398
Payment of minimum tax withholdings on share-based awards		(21	)			130
Net cash (used in) provided by financing activities of continuing operations		(3,928	)			5,562
Effect of exchange rate changes on cash		234				875
Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations		(34,358	)			(32,516	)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operations		—				(374	)
Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents		(34,358	)			(32,890	)
Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period		140,354				138,156
Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents		(34,358	)			(32,890	)
Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period	$	105,996			$	105,266

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Twelve Months Ended
	December 31, 2025				December 31, 2024
Operating activities:
Net loss from continuing operations	$	(141,725	)		$	(1,124,841	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		152,638				143,978
Impairment of goodwill		—				1,028,397
Share-based compensation expense		13,429				10,188
Provision for revenue adjustments		3,249				3,635
Deferred income tax benefit		(10,948	)			(133,510	)
Impairment of abandoned software project costs		19,765				—
Other		11,504				14,917
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable		(18,005	)			9,546
Other receivables		(7,365	)			9,677
Other current and noncurrent assets		(24,422	)			(15,085	)
Accounts payable and accrued expenses		46,264				(15,917	)
Net cash provided by (used in) operating activities of continuing operations		44,384				(69,015	)
Investing activities:
Proceeds from sale of property and equipment		2,204				5,137
Purchases of property and equipment		(29,116	)			(37,060	)
Purchase of a business, net of cash acquired		—				(1,576,219	)
Other		—				(444	)
Net cash used in investing activities of continuing operations		(26,912	)			(1,608,586	)
Financing activities:
Repayments of finance lease obligations		(17,305	)			(18,425	)
Proceeds from credit facility		110,000				75,000
Payments on credit facility		(110,000	)			(155,000	)
Payment of debt issuance costs		—				(52,471	)
Payment of earn-out liability		—				(12,247	)
Proceeds from common stock issued under employee stock purchase plan		846				753
Payment of minimum tax withholdings on share-based awards		(1,074	)			(1,442	)
Net cash used in financing activities of continuing operations		(17,533	)			(163,832	)
Effect of exchange rate changes on cash		791				1,013
Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations		730				(1,840,420	)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operations		—				(6,387	)
Net increase (decrease) in cash and cash equivalents, and restricted cash and restricted cash equivalents		730				(1,846,807	)
Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period		105,266				1,952,073
Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents		730				(1,846,807	)
Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period	$	105,996			$	105,266

Forward Air Corporation Reconciliation of Non-GAAP Financial Measures

In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.

For the three and twelve months ended December 31, 2025 and 2024, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“Reported EBITDA”), Consolidated EBITDA and free cash flow.

All non-GAAP financial measures are presented on a continuing operations basis.

The Company believes that Reported EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value.

The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company’s financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below.

The following is a reconciliation of net income to Consolidated EBITDA for the three and twelve months ended December 31, 2025 and 2024 (in thousands):

		Three Months Ended								Twelve Months Ended
		December 31, 2025				December 31, 2024				December 31, 2025				December 31, 2024
Loss from continuing operations		$	(36,413	)		$	(35,378	)		$	(141,725	)		$	(1,124,841	)
Interest expense			45,099				48,427				180,747				189,215
Income tax (benefit) expense			(8,697	)			66,999				(5,472	)			(124,991	)
Depreciation and amortization			40,724				37,657				152,638				143,978
Reported EBITDA			40,713				117,705				186,188				(916,639	)
Impairment of Goodwill			—				(79,068	)			—				1,028,397
Transaction and integration costs			5,746				10,074				31,473				81,467
Severance costs			570				1,923				5,743				16,337
Change in the TRA Liability			(2,583	)			—				(1,747	)			—
Optimization project costs			—				9,873				2,732				9,873
Abandoned software project costs			19,765				—				19,765				—
Proforma synergies			—				1,353				—				22,239
Proforma savings			1,350				8,051				14,117				35,625
Other			11,067				2,352				48,858				33,415
Consolidated EBITDA		$	76,628			$	72,263			$	307,129			$	310,714

The following is a reconciliation of net cash (used in) provided by operating activities to free cash flow for the three and twelve months ended December 31, 2025 and 2024 (in thousands):

		Three Months Ended								Twelve Months Ended
		December 31, 2025				December 31, 2024				December 31, 2025				December 31, 2024
Net cash (used in) provided by operating activities		$	(22,728	)		$	(23,245	)		$	44,384			$	(69,015	)
Proceeds from sale of property and equipment			415				2,644				2,204				5,137
Purchases of property and equipment			(8,351	)			(7,250	)			(29,116	)			(37,060	)
Free cash flow		$	(30,664	)		$	(27,851	)		$	17,472			$	(100,938	)

Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this press release relate to management's expectations regarding the Company’s long-term growth; the Company's ability to achieve synergy capture and eliminate costs; the results of operations of the Expedited Freight, Omni Logistics, and Intermodal segments; the Company’s financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations; the key drivers of sustainable growth and long-term profitability; and the Company's revenue growth strategies, including with respect to operational efficiency and cost control.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as tariffs, recessions, inflation, higher interest rates and downturns in customer business cycles, our ability to achieve ongoing strategic, financial and other benefits as we continue to transform our business after the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, continued weakening of the freight environment, our future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on any forward-looking statement, which reflects management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260223387979/en/

Investors:

Tony Carreño

investorrelations@forwardair.com

Media:

Hannah Weeg

HWeeg@forwardair.com

Source: Forward Air Corporation