Forward Air swings to $11.4M profit in Q3 2026
A two-year customer agreement retains a significant portion of services, while certain services are expected to transition from November 2026 through March 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Forward Air Corporation (FWRD) reported third-quarter operating revenue of $673.9 million, up 6.7% from a year earlier, and operating income of $43.9 million versus $15.0 million. Net income attributable to Forward Air was $11.4 million, compared with a $16.3 million loss; Expedited Freight revenue rose 30.5% to $337.4 million.
For the nine months ended September 30, 2026, revenue increased 3.5% to $1,928.9 million, while operating results were a $137.0 million loss versus $39.3 million income. A noncash $244.0 million goodwill impairment reduced Omni Logistics goodwill to zero; net loss attributable to Forward Air was $230.2 million versus $79.5 million.
The largest customer represented approximately 13% of consolidated operating revenue in both the quarter and nine-month period. Under an October 2026 agreement, the customer agreed to continue using Forward Air for a significant portion of services for a two-year term; certain services are expected to transition between November 2026 and March 2027. Forward Air does not expect a material 2026 revenue impact and expects annual revenue from the customer in each contract year of 2026, 2027 and 2028 to exceed its 2025 contribution.
2 points · 0 major1 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter operating revenue rose 6.7% to $673.9 million.
- Moderate pointThird-quarter attributable net income was $11.4 million versus a $16.3 million loss.
Negative
- Major pointOmni Logistics recorded a noncash goodwill impairment of $244.0 million. 43% of market cap
- Minor pointNine-month attributable net loss was $230.2 million, versus $79.5 million.
Filing Explained
At September 30, 2026, former Omni owners still held 6,568 paired Opco Class B and Series B preferred units, exchangeable for 6,568 common shares and reported as 16.3% fully diluted ownership; exchanging them would add shares and reduce existing holders’ percentage ownership.
Key Figures
Operating revenue: $673.9 million
Operating income: $43.9 million
Net income attributable to Forward Air: $11.4 million
+4 more
7 metrics
Operating revenue
$673.9 million
Three months ended September 30, 2026; $631.8 million in 2025
Operating income
$43.9 million
Three months ended September 30, 2026; $15.0 million in 2025
Net income attributable to Forward Air
$11.4 million
Three months ended September 30, 2026; a $16.3 million loss in 2025
Operating revenue
$1,928.9 million
Nine months ended September 30, 2026; $1,863.9 million in 2025
Operating loss
$137.0 million loss
Nine months ended September 30, 2026; $39.3 million operating income in 2025
Goodwill impairment
$244.0 million
Noncash charge for Omni Logistics in the nine months ended September 30, 2026
Largest customer share of revenue
Approximately 13%
Consolidated operating revenue for both the three and nine months ended September 30, 2026
Key Terms
goodwill impairment charge, Tax Receivable Agreement, noncontrolling interest, Revenue per hundredweight, +1 more
5 terms
goodwill impairment charge financial
"non-cash goodwill impairment charge of $244,006"
Goodwill impairment charge is an accounting write-down taken when the extra value a company recorded from buying another business — things like reputation, customer relationships or brand name — is later judged to be worth less than originally paid. For investors it matters because the charge reduces reported profits and shareholder equity, often signaling that an acquisition didn’t deliver expected benefits and prompting closer scrutiny of future cash flow and management decisions.
Tax Receivable Agreement financial
"liabilities under the Tax Receivable Agreement"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
noncontrolling interest financial
"Net loss attributable to noncontrolling interest"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
Revenue per hundredweight financial
"Revenue per hundredweight is also a commonly used indicator"
Revenue per hundredweight, often written as revenue per cwt, measures how much money a company earns for every 100 pounds of a commodity it sells, such as milk, grain, or meat. Investors use it like a price-per-unit gauge — similar to dollars per gallon at the pump — to compare producers, track pricing trends, and assess how changes in volume or costs will affect profits.
Level 3 valuation inputs financial
"considered Level 3 valuation inputs"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were FWRD's third-quarter 2026 revenue and earnings?
FWRD generated $673.9 million in operating revenue for the three months ended September 30, 2026, up from $631.8 million a year earlier. Operating income was $43.9 million versus $15.0 million, and net income attributable to Forward Air was $11.4 million compared with a $16.3 million loss.
Why did FWRD report an operating loss for the first nine months of 2026?
Forward Air reported an operating loss of $137.0 million for the nine months ended September 30, 2026, compared with operating income of $39.3 million a year earlier. The company attributed the loss primarily to a noncash $244.0 million goodwill impairment for Omni Logistics, whose reported goodwill was reduced to zero.
What did FWRD agree with its largest customer?
In October 2026, FWRD entered a definitive agreement under which its largest customer agreed to continue using it for a significant portion of services for a two-year term. Certain services are expected to transition between November 2026 and March 2027, and FWRD does not expect the transition to materially affect 2026 revenue.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
or
Commission File Number: 000-22490
, (Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (817 ) 552-5270
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | x | ||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of November 4, 2026, there were 33,752,531 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
Table of Contents
| Page Number | ||||||||
| Part I — Financial Information | ||||||||
| Item 1. | Financial Statements (Unaudited) | |||||||
Condensed Consolidated Balance Sheets — September 30, 2026 and December 31, 2025 | 2 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) — Three and Nine Months Ended September 30, 2026 and 2025 | 3 | |||||||
Condensed Consolidated Statements of Shareholders’ (Deficit) Equity — Three and Nine Months Ended September 30, 2026 and 2025 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2026 and 2025 | 6 | |||||||
Notes to Condensed Consolidated Financial Statements | 7 | |||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 | ||||||
| Item 4. | Controls and Procedures | 35 | ||||||
| Part II — Other Information | ||||||||
| Item 1. | Legal Proceedings | 36 | ||||||
Item 1A. | Risk Factors | 36 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 37 | ||||||
| Item 3. | Defaults Upon Senior Securities | 37 | ||||||
| Item 4. | Mine Safety Disclosures | 38 | ||||||
| Item 5. | Other Information | 38 | ||||||
| Item 6. | Exhibits | 39 | ||||||
Signatures | 40 | |||||||
1
Table of Contents
Part I — Financial Information.
Item 1. Financial Statements.
Forward Air Corporation
Condensed Consolidated Balance Sheets
(unaudited and in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance of $ | |||||||||||
| Other receivables | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
Other intangible assets, net of accumulated amortization of $ | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Other current liabilities | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Liabilities under Tax Receivable Agreement | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Finance lease liabilities, less current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders' (deficit) equity: | |||||||||||
Preferred stock, $ | |||||||||||
Series B preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Forward Air shareholders' (deficit) equity | ( | ||||||||||
| Noncontrolling interest | ( | ||||||||||
| Total shareholders' (deficit) equity | ( | ||||||||||
| Total liabilities and shareholders' (deficit) equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
Table of Contents
Forward Air Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(unaudited and in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Purchased transportation | |||||||||||||||||||||||
| Salaries, wages and employee benefits | |||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Insurance and claims | |||||||||||||||||||||||
| Fuel expense | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Impairment of goodwill | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income and expenses: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Total other expense | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ( | ( | ||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Income (loss) from continuing operations | ( | ( | ( | ||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ||||||||||||||||||||
| Net loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Forward Air | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Basic net income (loss) per share attributable to Forward Air: | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Net income (loss) per basic share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted net income (loss) per share attributable to Forward Air: | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Net income (loss) per diluted share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to Forward Air | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Table of Contents
Forward Air Corporation
Condensed Consolidated Statements of Shareholders' (Deficit) Equity
(unaudited and in thousands)
| Common Stock | Preferred Stock - Class B Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Series B conversions | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based awards | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Payment of minimum tax withholdings on share-based awards and other | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Series B conversions | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based awards | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Payment of minimum tax withholdings on share-based awards and other | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock purchase plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based awards | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Payment of minimum tax withholdings on share-based awards and other | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
Table of Contents
Forward Air Corporation
Condensed Consolidated Statements of Shareholders' (Deficit) Equity (continued)
(unaudited and in thousands)
| Common Stock | Preferred Stock - Class B Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Series B conversions | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based awards | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Payment of minimum tax withholdings on share-based awards | ( | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Series B conversions | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based awards | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Payment of minimum tax withholdings on share-based awards | ( | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Series B conversions | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of share-based awards | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Payment of minimum tax withholdings on share-based awards | ( | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Table of Contents
Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment of goodwill | |||||||||||
| Share-based compensation expense | |||||||||||
| Change in Tax Receivable Agreement liability | |||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Non-cash interest expense | |||||||||||
| Gains on sales of businesses | ( | ||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Other receivables | ( | ||||||||||
| Other current and noncurrent assets | ( | ||||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sales of businesses, net | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Repayments of finance lease liabilities | ( | ( | |||||||||
| Proceeds from borrowings under credit facility | |||||||||||
| Repayments of borrowings under credit facility | ( | ||||||||||
| Proceeds from common stock issued under employee stock purchase plan | |||||||||||
| Payment of minimum tax withholdings on share-based awards and other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
Note 1—Organization and Basis of Presentation
Forward Air Corporation and its subsidiaries (the “Company,” “Forward Air,” “we,” “our,” or “us”) is a leading asset-light freight and logistics company. The Company has three reportable segments: Expedited Freight, Omni Logistics and Intermodal. The Company conducts business in North and South America, Europe, and Asia.
Basis of Presentation
The condensed consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Results for interim periods are not necessarily indicative of the results for the year.
Certain immaterial prior period amounts have been reclassified to conform to current period presentation. These changes did not have a material impact on our financial position or results of operations.
Note 2—Goodwill and Other Intangible Assets
The Company has historically performed its annual goodwill impairment test as of June 30 and on an interim basis when events or circumstances indicate that the fair value of a reporting unit may be below its carrying value. As disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Company had commenced preliminary discussions with its largest customer (the “Customer”) during the first quarter of 2026 regarding a potential transition of a portion of the Customer’s contract logistics business to other suppliers. Based on the preliminary status of those discussions and the other facts and circumstances then known to management, the Company concluded that no triggering event had occurred with respect to any of its reporting units as of March 31, 2026.
During the second quarter of 2026, these discussions progressed and the Company and the Customer engaged in more advanced negotiations regarding the potential transition of a portion of the Customer's contract logistics business to other suppliers for reasons related to the Customer's operations and supplier diversification initiatives. As a result of these continued discussions, the Company was, for the first time, able to reasonably estimate the scope and timing of the potential transition. In addition, the Company's stock price decreased significantly in May 2026 and remained at decreased levels throughout the month of May. Based on the anticipated decrease in future revenues from the Customer, together with a sustained decrease in the Company's stock price since early May 2026, management determined that a triggering event had occurred during the second quarter of 2026 and performed an interim goodwill impairment test as of May 31, 2026. Subsequent to the measurement date, the Company received additional clarity and expected to retain a majority of the Customer’s business. Refer to Note 11—Subsequent Event for additional information.
The Company evaluated all reporting units for impairment as of May 31, 2026 given the stock price decrease negatively impacts the fair values of all reporting units. The estimated fair values of the Company's reporting units were determined using the discounted cash flow (“DCF”) method and a guideline public company method with the assistance of a third-party valuation specialist engaged by management. Under the DCF method, the fair value of a reporting unit is the present value of estimated future cash flows and is based on all known or knowable information at the measurement date. The inputs to the DCF method include estimates of future cash flows, an estimated growth rate and a discount rate. Under the guideline public company method, the fair value is based upon market multiples derived from publicly-traded companies with similar operating and investment characteristics as the reporting unit. The inputs to both the DCF and guideline public company methods are considered Level 3 valuation inputs. Additionally, the overall valuation considers the Company's market capitalization as of the assessment date, which was lower relative to the previous goodwill impairment test.
The estimated fair values for the Less-Than-Truckload (“LTL”), Truckload and Intermodal reporting units notably exceeded the respective reporting unit's carrying value; therefore, no impairment charge was required for the goodwill allocated to these reporting units. The LTL and Truckload reporting units operate within the Expedited Freight reportable segment.
7
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
The Omni Logistics reporting unit’s calculated fair value was less than its carrying value. As a result, the Company recorded a non-cash goodwill impairment charge of $244,006 during the three months ended June 30, 2026 in connection with the preparation and review of the condensed consolidated financial statements of the Company as of and for the three months ended June 30, 2026, which reduced the carrying value of the goodwill allocated to the Omni Logistics reporting unit to zero. The goodwill impairment expense is included in Impairment of goodwill on the condensed consolidated statement of operations and comprehensive income (loss).
Additionally, during the second quarter of 2026, the Company made the decision to voluntarily change the date of its annual goodwill impairment assessment from June 30 to October 1 to more closely align the annual goodwill impairment assessment date with the timing of its annual budgeting process. The Company determined the change in measurement date represents an immaterial change in the method of applying an accounting principle and no goodwill impairment assessment was omitted or delayed as a result of the change.
During the second quarter of 2026, in connection with the preparation and review of the condensed consolidated financial statements, the Company also performed an impairment test for its long-lived assets, which include property and equipment, net and other intangible assets, net. No impairment charges were identified for long-lived assets as a result of this review.
Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable assets acquired in business combinations.
Changes in the carrying amount of goodwill are summarized as follows:
| Expedited Freight | Omni Logistics | Intermodal | Total | ||||||||||||||||||||
| Balance as of December 31, 2025 | |||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||
Accumulated impairment charges (1) | ( | ( | ( | ||||||||||||||||||||
| Reported goodwill as of December 31, 2025 | |||||||||||||||||||||||
| Impairment | ( | ( | |||||||||||||||||||||
| Balance as of September 30, 2026 | |||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated impairment charges | ( | ( | ( | ||||||||||||||||||||
| Reported goodwill as of September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1)The Expedited Freight and Omni Logistics impairments were recorded during 2016 and 2024, respectively.
Other Intangible Assets, Net
Changes in the carrying amount of other intangible assets, net are summarized as follows:
| September 30, 2026 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Other Intangible Assets, Net | |||||||||||||||
| Customer Relationships | $ | $ | ( | $ | |||||||||||||
| Non-Compete Agreements | ( | ||||||||||||||||
| Trade Names | ( | ||||||||||||||||
| Total other intangible assets, net | $ | $ | ( | $ | |||||||||||||
8
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
| December 31, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Other Intangible Assets, Net | |||||||||||||||
| Customer Relationships | $ | $ | ( | $ | |||||||||||||
| Non-Compete Agreements | ( | ||||||||||||||||
| Trade Names | ( | ||||||||||||||||
| Total other intangible assets, net | $ | $ | ( | $ | |||||||||||||
Note 3—Indebtedness
Long-term debt consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Term Loan, expiring 2030 | $ | $ | |||||||||
| Senior Secured Notes, maturing 2031 | |||||||||||
| Less: unamortized discount and debt issuance costs | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
The Term Loan is part of our Credit Agreement with Citibank, N.A., and includes a revolving credit facility. As of September 30, 2026, the revolving credit facility had $261,323 of borrowings available and no borrowings outstanding. The Company was in compliance with all covenants required by the Credit Agreement as of September 30, 2026.
Note 4—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. Fair value estimates of 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 are summarized below:
| As of September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities under Tax Receivable Agreement | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Liabilities under Tax Receivable Agreement | $ | $ | $ | $ | |||||||||||||||||||
9
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
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 in January 2024 at the closing of the acquisition of Omni Newco LLC (“Omni” and the acquisition of Omni, the “Omni Acquisition”). The contingent consideration is remeasured based on the current expected future tax benefit payments to be made to certain Omni Holders (as defined below) and such remeasurement considers a range of potential payments of zero to $24,050 .
The carrying values of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximate their fair values due to the immediate or short-term nature of these financial instruments.
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 is as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Carrying value | $ | $ | |||||||||
Fair value | $ | $ | |||||||||
Note 5—Noncontrolling Interest
As of September 30, 2026, the Company holds 33,750 Class A Units in Clue Opco, LLC (“Opco”) and former direct and certain indirect equity holders of Omni (“Omni Holders”) hold 6,568 units of Opco designated as Class B Units (“Opco Class B Units”) and 6,568 corresponding Company Series B Preferred Units which together are exchangeable into 6,568 shares of common stock of the Company.
The following tables provide the 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 | Fully-diluted Ownership | ||||||||||
| Outstanding units at December 31, 2025 | % | ||||||||||
| Exchanged into shares of common stock | ( | ||||||||||
| Outstanding units at March 31, 2026 | % | ||||||||||
| Exchanged into shares of common stock | ( | ||||||||||
| Outstanding units at June 30, 2026 | % | ||||||||||
| Exchanged into shares of common stock | |||||||||||
| Outstanding units at September 30, 2026 | % | ||||||||||
Opco Class B Units | Fully-diluted Ownership | ||||||||||
| Outstanding units at December 31, 2024 | % | ||||||||||
| Exchanged into shares of common stock | ( | ||||||||||
| Outstanding units at March 31, 2025 | % | ||||||||||
| Exchanged into shares of common stock | ( | ||||||||||
| Outstanding units at June 30, 2025 | % | ||||||||||
| Exchanged into shares of common stock | ( | ||||||||||
| Outstanding units at September 30, 2025 | % | ||||||||||
10
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
Note 6—Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) attributable to Forward Air by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per 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.
The Company's unvested restricted shares contain non-forfeitable rights to dividends and are therefore considered participating securities. As such, the Company computes net income (loss) per share using the two-class method. The two-class method is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings. However, because the participating securities do not have a contractual obligation to share in the losses of the Company, no losses were allocated to these securities in the calculation of net loss per share for the three months ended September 30, 2025 and the nine months ended September 30, 2026 and 2025.
A reconciliation of net income (loss) attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Less: net loss from continuing operations attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) from continuing operations attributable to Forward Air | ( | ( | ( | ||||||||||||||||||||
| Less: earnings allocated to participating securities from continuing operations | ( | ||||||||||||||||||||||
| Net income (loss) attributable to common shareholders from continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Loss from discontinued operations, net of tax | $ | $ | $ | ( | $ | ||||||||||||||||||
| Less: net loss from discontinued operations attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net loss attributable to common shareholders from discontinued operations | $ | $ | $ | ( | $ | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of securities | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Basic net income (loss) per share attributable to Forward Air: | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Net income (loss) per basic share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted net income (loss) per share attributable to Forward Air: | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Net income (loss) per diluted share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
11
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
The following securities were excluded from the calculation of net income (loss) per dilutive share as their impact would be anti-dilutive:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted shares | |||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
| Total anti-dilutive securities | |||||||||||||||||||||||
Note 7—Sales of Businesses
In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. During 2026, the Company completed the sale of two business units within its Omni Logistics segment as part of these efforts. The Company recognized gains of $6,979 and $10,628 for the three and nine months ended September 30, 2026, respectively, which is included in Other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss).
Note 8—Income Taxes
The Company is taxed as a C Corporation and is subject to federal and state income taxes. Forward Air Corporation’s sole material tax asset is Opco, which is a limited liability company that is taxed as a partnership for federal and certain state and local income tax purposes. Opco’s net taxable income and related tax credits, if any, are passed through to its partners and included in the partner’s tax returns. The income tax burden on the earnings or losses taxed to the noncontrolling interest holders is not reported by the Company in its condensed consolidated financial statements. As a result, the Company's effective tax rate differs materially from the statutory rate. The Company recorded an income tax expense of $15 and $385 for the three months ended September 30, 2026 and 2025, respectively, and income tax expense of $1,634 and $3,225 for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate of 0.2 % and (1.6 )% for the three months ended September 30, 2026 and 2025, respectively, and (0.6 )% and (3.2 )% for the nine months ended September 30, 2026 and 2025, respectively, varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance was recorded on the deferred tax asset, noncontrolling interest and state and local income taxes. Additionally, the effective tax rate for the nine months ended September 30, 2026 varied from the statutory United States federal income tax rate of 21.0% due to the tax effects of the goodwill impairment and related change in the valuation allowance.
In connection with the Omni Acquisition, the Company entered into a Tax Receivable Agreement with certain Omni Holders. As of September 30, 2026 and December 31, 2025, the Company has recorded a Tax Receivable Agreement liability of $12,057 and $10,580 , respectively, related to contingent consideration. 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. The Company subsequently concluded additional Tax Receivable Agreement payments related to the year ended December 31, 2025 would be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement and recorded a payable of $968 . For the period ended September 30, 2026, the Company updated this estimate to a total estimated payable of $14,953 that is payable based on the 2025 taxable income and 2026 estimated taxable income. The $15,488 charge to increase the Tax Receivable Agreement liability is recorded in Other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss).
12
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
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 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.
The Company also maintains a full valuation allowance against its net deferred tax assets, which are primarily related to interest expense carryforwards. 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.
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 September 30, 2026, based on the countries in which we do business that have enacted legislation effective January 1, 2026, 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 to our condensed consolidated financial statements.
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 September 30, 2026, 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.
Note 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 Agreement and Plan of Merger, dated as of August 10, 2023, with Omni (the “Merger Agreement,” and as amended by Amendment No. 1 thereto, the “Amended 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.
13
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
On September 12, 2025, the Parties informed the Chancery Court that they had reached an agreement in principle to resolve the Action (the “Settlement”). On March 6, 2026, the Chancery Court entered a Scheduling Order with Respect to Notice and Settlement Hearing, scheduling a hearing to, among other things, determine whether the Settlement should be approved and the Action dismissed with prejudice. The Settlement Hearing occurred on July 21, 2026. At the conclusion of the hearing, the Chancery Court orally granted Plaintiffs’ Motion for Final Approval of Class Action Settlement and Approval of Plan of Allocation and Plaintiffs’ counsel’s Motion for an Award of Attorneys’ Fees and Expenses, and for Service Awards to Plaintiffs. The Chancery Court advised the parties that a final written order memorializing the oral ruling and dismissing the Action with prejudice was forthcoming. The Chancery Court entered the Final Judgment and Order of Dismissal with Prejudice on July 30, 2026. The entire settlement amount was funded by the Company's D&O insurers. In exchange, the Plaintiffs and the class (as defined in the agreements memorializing the Settlement) granted customary releases in favor of Defendants of all of their claims that were or could have been asserted in the Action.
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 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.
Final Mile
During the second quarter of 2026, the Company accrued $2,075 of expense related to the settlement of outstanding litigation and claims related to the Final Mile business, which was sold in 2023. The expense is presented under the caption Loss from discontinued operations, net of tax in the condensed consolidated statement of operations and comprehensive income (loss). There was no impact to cash flow during the period ended September 30, 2026.
From time to time, the Company is also party to other litigation incidental to and arising in the normal course of its business, most of which involve claims for personal injury and property damage related to the transportation and hauling of freight, or workers’ compensation. 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 such incidental claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on its business, financial condition or results of operations. However, 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.
Note 10—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 described in the Operations and Summary of Significant Accounting Policies as disclosed in Note 1 to the Annual Report on Form 10-K for the year ended December 31, 2025, 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.
14
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
Disaggregated results from operations by segment are as follows:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| External revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total operating revenues | ( | ||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | |||||||||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Insurance and claims | ( | ||||||||||||||||||||||||||||
| Fuel expense | |||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||
| Segment profit (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||
| Foreign exchange loss | ( | ||||||||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| External revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total operating revenues | ( | ||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | |||||||||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Insurance and claims | ( | ( | |||||||||||||||||||||||||||
| Fuel expense | |||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||
| Segment profit (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||
| Foreign exchange loss | ( | ||||||||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ( | |||||||||||||||||||||||||||
15
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| External revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total operating revenues | ( | ||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | ( | ||||||||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Insurance and claims | |||||||||||||||||||||||||||||
| Fuel expense | ( | ||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||
| Impairment of goodwill | |||||||||||||||||||||||||||||
| Segment profit (loss) | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||
| Foreign exchange loss | ( | ||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ( | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| External revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total operating revenues | ( | ||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Purchased transportation | ( | ||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | |||||||||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||||||||
| Insurance and claims | ( | ||||||||||||||||||||||||||||
| Fuel expense | |||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||
| Segment profit (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||
| Foreign exchange loss | ( | ||||||||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ( | |||||||||||||||||||||||||||
The Expedited Freight segment includes Ground services which generate revenues from expedited regional, inter-regional and national LTL in the United States. Expedited Freight also offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services.
16
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
Within the Omni Logistics segment, Ground services generate revenues from domestic freight forwarding and time-definite transportation services; Contract Logistics services generate revenues from warehousing and value-added services, and other supply chain solutions; and Air and Ocean services generate revenues from air and ocean freight consolidation and customs brokerage.
The Intermodal segment revenues are generated from 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 contracts and Container Freight Station warehouse and handling services, and in select locations, linehaul and LTL services.
Disaggregated external revenues by segment are as follows:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Total | ||||||||||||||||||||
| External revenues: | |||||||||||||||||||||||
| Ground | $ | $ | $ | $ | |||||||||||||||||||
| Contract Logistics | |||||||||||||||||||||||
| Air and Ocean | |||||||||||||||||||||||
| Intermodal | |||||||||||||||||||||||
| Total external revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Total | ||||||||||||||||||||
| External revenues: | |||||||||||||||||||||||
| Ground | $ | $ | $ | $ | |||||||||||||||||||
| Contract Logistics | |||||||||||||||||||||||
| Air and Ocean | |||||||||||||||||||||||
| Intermodal | |||||||||||||||||||||||
| Total external revenues | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Total | ||||||||||||||||||||
| External revenues: | |||||||||||||||||||||||
| Ground | $ | $ | $ | $ | |||||||||||||||||||
| Contract Logistics | |||||||||||||||||||||||
| Air and Ocean | |||||||||||||||||||||||
| Intermodal | |||||||||||||||||||||||
| Total external revenues | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Expedited Freight | Omni Logistics | Intermodal | Total | ||||||||||||||||||||
| External revenues: | |||||||||||||||||||||||
| Ground | $ | $ | $ | $ | |||||||||||||||||||
| Contract Logistics | |||||||||||||||||||||||
| Air and Ocean | |||||||||||||||||||||||
| Intermodal | |||||||||||||||||||||||
| Total external revenues | $ | $ | $ | $ | |||||||||||||||||||
17
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
Operating revenues from the individual services within the Expedited Freight segment are further sub-disaggregated in the table below:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Expedited Freight revenues: | |||||||||||||||||||||||
Network (1) | $ | $ | $ | $ | |||||||||||||||||||
| Truckload | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total Expedited Freight revenues | $ | $ | $ | $ | |||||||||||||||||||
(1)Network revenue is comprised of linehaul, pickup and/or delivery, and fuel surcharge revenue, and excludes accessorial and Truckload revenue.
Note 11—Subsequent Event
In October 2026, the Company entered into a definitive agreement with the Customer under which the Customer agreed to continue utilizing the Company for a significant portion of services currently provided for a two-year term. The agreement also provides for an orderly transition of certain services between November 2026 and March 2027. The Company does not expect the transition to have a material adverse effect on its business, financial condition or results of operations.
18
Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (our “Quarterly Report”) contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including with respect to the retention or transition of a portion of the Customer’s contract logistics business to other suppliers, the terms of any definitive agreement with the Customer; the Board’s pursuit of potential transactions involving non-core assets, and the expected benefits of any such transactions; projections of earnings, revenues, other financial items or related accounting treatment, including the impact of the goodwill impairment; our ability to maintain compliance with the covenants of our indebtedness instruments and our beliefs regarding our ability to support our working capital, capital expenditures and debt service requirements over the next twelve months; future insurance, claims and litigation and any associated estimates or projections; amounts payable under the Tax Receivable Agreement; changes in fuel prices and their impact on our results of operations; future business, economic conditions and industry projections, including freight volumes, carrier capacity and the effects of tariffs and global disruptions; and any belief and any statements of assumptions underlying any of the foregoing. Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. Some forward-looking statements may be identified by use of such terms as “believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “expects.” or the negative thereof. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the outcome of our negotiations with the Customer and the portion of the Customer’s business that is ultimately transitioned to other suppliers; whether any transaction involving our non-core assets is approved or consummated and the proceeds and other terms of any such transaction; economic factors such as tariffs, recessions, inflation, higher interest rates and downturns in customer business cycles; continued weakening of the freight environment and the availability of carrier capacity; our substantial indebtedness and our ability to comply with debt covenants; future debt and financing levels and more limited liquidity than expected; the loss of a major customer and the creditworthiness of our customers; the availability and compensation of qualified Leased Capacity Providers, freight handlers and contracted third-party motor carriers; changes in fuel prices; increasing competition and pricing pressure; claims for property damage, personal injuries or workers’ compensation; the occurrence of cybersecurity risks and events; enforcement of and changes in governmental regulations and environmental, tax, insurance and accounting matters; our dependence on our senior management team; seasonal trends and the occurrence of certain weather events; and the impact and efficacy of our disclosure controls and procedures, as well as those risks discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”), and updates to the risks included in Part II, Item 1A. “Risk Factors” in this Quarterly Report and our other filings with the Securities and Exchange Commission. All forward-looking statements set forth in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. Forward-looking statements set forth in this Quarterly Report speak only as of the date hereof, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The following management’s discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 in this Quarterly Report and our audited consolidated financial statements as of December 31, 2025, included in our Annual Report.
Overview
Forward Air Corporation and its subsidiaries (collectively, the “Company,” “Forward Air,” “we,” “our,” or “us”) is a leading asset-light provider of transportation services. We provide ground transportation, air and ocean forwarding, intermodal drayage services and contract logistics across North and South America, Europe and Asia. We also provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets. We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling. We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures.
19
Table of Contents
Our services are classified into three reportable segments: Expedited Freight, Omni Logistics and Intermodal.
Our Expedited Freight segment provides expedited regional, inter-regional and national Less-Than-Truckload (“LTL”) services in the United States. Expedited Freight also offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling.
Our Omni Logistics segment provides a full suite of global logistics services. Services include domestic freight forwarding and time-definite transportation services, air and ocean freight consolidation, customs brokerage, contract logistics, which includes warehousing and value-added services, as well as other supply chain solutions.
Our 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, and in select locations, linehaul and LTL services.
Our operations, particularly our network of hubs and terminals, involve substantial fixed costs. Accordingly, our ability to improve earnings depends in significant part on our ability to increase freight volumes and enhance revenue per pound or per shipment for freight shipped or moved through our network. In addition, our earnings are affected by the growth of other services, such as LTL pickup and delivery. We continue to focus on creating synergies across our service offerings, particularly those within our Expedited Freight reportable segment. These synergies include the ability to share resources, especially our fleet.
With respect to our Expedited Freight and Intermodal reportable segments, in addition to monitoring our financial results, we monitor and analyze a number of key operating statistics in order to manage these segments and evaluate their operating performance. These key operating statistics are defined below and are referred to throughout the discussion of the financial results of our Expedited Freight and Intermodal reportable segments. Our key operating statistics should not be interpreted as better measurements of our results than operating income as determined under GAAP. We continue to measure and manage the performance of the Omni Logistics segment based on its revenue and income. We have not identified, nor do we utilize, any key operating statistics to manage this segment or to evaluate the operations of our Omni Logistics reportable segment.
Key Operating Statistics
Within our Expedited Freight reportable segment, our primary revenue focus is to optimize density, which is to obtain appropriate pricing of our services that allows for profitable shipments and tonnage growth within our existing LTL network. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations, including linehaul load factor and door pounds handled per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we handle to offset our cost inflation and support our ongoing investments in capacity and technology. Revenue per hundredweight is also a commonly used indicator for general pricing trends in the LTL industry and can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment and length of haul. Therefore, changes in revenue per hundredweight may not necessarily indicate actual changes in underlying base rates. We regularly monitor the components of our pricing, including base freight rates, accessorial charges and fuel surcharges. The fuel surcharge is generally designed to offset fluctuations in the cost of the petroleum-based products used in our operations by passing changes in such costs on to customers and is indexed to diesel fuel prices published by the U.S. Department of Energy on a weekly basis. The impact of fuel on our results of operations depends on the relationship between the applicable surcharge, the fuel efficiency of our Company drivers, and the load factor achieved by our operations. Fluctuations in fuel prices in either direction could have a positive or negative impact on our margins, particularly in our LTL business where the weight of a shipment subject to the fuel surcharge on a given trailer can vary materially. We believe our yield management process focused on account level profitability, combined with ongoing improvements in operating efficiencies, are key components of our ability to achieve profitable growth.
The key operating statistics necessary to understand the operating results of our Expedited Freight reportable segment are described below in more detail:
•Tonnage—Total weight of shipments in pounds. The level of freight tonnage is affected by economic cycles and conditions, customers’ business cycles, changes in customers’ business practices and capacity in the truckload market.
•Weight Per Shipment—Total pounds divided by the number of shipments. Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand and overall increased economic activity. Changes in weight per shipment can also be influenced by shifts between LTL and other modes of transportation, such as truckload, in response to capacity, service and pricing issues. Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase in revenue per hundredweight.
20
Table of Contents
•Revenue Per Hundredweight—Network revenue per every 100 pounds of shipment weight. Our LTL transportation services are generally priced based on weight, commodity, and distance. Our pricing policies are reflective of the services we provide and can be influenced by competitive market conditions. Changes in the freight profile factors such as average shipment size, average length of haul, freight density, and customer and geographic mix can impact the revenue per hundredweight. Fuel surcharges and intercompany revenue between Network and Truckload are included in this measurement.
•Revenue Per Shipment—Network revenue divided by the number of shipments. Fuel surcharges and intercompany revenue between Network and Truckload are included in this measurement.
•Average Length of Haul—Total miles between origin and destination service centers for all shipments, with miles based on the size of shipments. Length of haul is used to analyze our tonnage and pricing trends for shipments with similar characteristics. Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.
Within our Intermodal reportable segment, our primary revenue focus is to increase the number of shipments. The key operating statistic necessary to understand the operating results of our Intermodal reportable segment is described below in more detail:
•Drayage Revenue Per Shipment—Intermodal revenue divided by the number of drayage shipments. Revenue derived from CFS warehouse and handling, and linehaul and LTL services is excluded from this measurement. Fuel surcharges and accessorial charges are included in this measurement.
Trends and Developments
Economy
Our business is highly susceptible to changes in economic conditions. Our products and services are directly tied to the production and sale of goods and, more generally, to the global economy. Participants in the transportation industry have historically experienced cyclical fluctuations in financial results due to economic recessions, downturns in the business cycles of customers, volatility in the prices charged by third-party carriers, interest rate fluctuations and other U.S. and global macroeconomic developments. During economic downturns, reductions in overall demand for transportation services will likely reduce demand for our services and exert downward pressure on our rates and margins. In periods of strong economic growth, overall demand may exceed the available supply of transportation resources. While this may present an opportunity to increase economies of scale in our network and enhanced pricing and margins, these benefits may be lessened by increased network congestion and operating inefficiencies.
Like other providers of freight transportation services, our business has been impacted by the macroeconomic conditions of the past few years. Industry freight volumes, as measured by the Cass Freight Index, decreased in the first nine months of 2026 compared to the comparable period in 2025. Recent global disruptions, such as conflicts in the Middle East, have had an impact on freight demand, which has led to an overall continued decrease in the total number of shipments. Such disruptions may continue with a resolution timeline remaining unclear. Intermodal volumes, heavily influenced by United States imports, have decreased due to a number of factors that impact import levels. However, capacity constraints among carriers have increased throughout the past several months primarily due to drivers exiting the industry, as well as other factors, which contributed to incremental shipment volume growth within our network. Additionally, diesel fuel prices increased significantly during the third quarter of 2026, resulting in higher fuel surcharge revenue and increased the cost of purchased transportation.
Strategic Review
In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value and retained Goldman Sachs & Co. LLC to serve as its financial advisor. This process included extensive negotiations and discussions with multiple parties; however, due to a variety of factors, no actionable proposals for the sale of the Company were ultimately received.
As part of its ongoing efforts to execute the Company’s strategic plan and drive value creation for all shareholders, the Board has authorized the exploration of potential transactions involving certain non-core assets, including the Company's Intermodal segment, and certain components of the Omni Logistics segment. The Company expects such actions, if consummated, to support portfolio optimization, enhance liquidity, reduce leverage, and strengthen its balance sheet. The Company completed the sale of two business units within its Omni Logistics segment, the first of which closed during the second quarter of 2026 and the second of which closed in July 2026. In addition to these actions, the Board continues to be open to, and intends to consider, all opportunities to enhance shareholder value.
There can be no assurances that any additional sale or other transaction will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to these initiatives until it determines that further disclosure is appropriate or necessary.
21
Table of Contents
Customer Update
During the first quarter of 2026, we commenced preliminary discussions with our largest customer (the “Customer”) regarding a potential transition of a portion of the Customer's contract logistics business to other suppliers for reasons related to the Customer's operations and supplier diversification initiatives. During the second quarter of 2026, these discussions progressed, and we engaged in more advanced negotiations. We have provided the highest level of service excellence and exceeded all of our KPIs on a regular basis throughout the duration of our 25-year relationship with the Customer. The Customer continued growing their relationship with us over the past two years. The Customer’s revenue represented slightly less than 10% of our consolidated operating revenues for the year ended December 31, 2025, and approximately 13% of consolidated operating revenues for both the three and nine months ended September 30, 2026. The Customer’s business is concentrated in the Omni Logistics segment.
In October 2026, we entered into a definitive agreement with the Customer under which the Customer agreed to continue utilizing the Company for a significant portion of the services currently provided for a two-year term. The agreement provides for the orderly transition of certain services currently provided to the Customer, which is expected to occur between November 2026 and March 2027. The Company does not expect the transition to materially impact its revenue in 2026. Revenue generated from the services retained under the agreement has continued to grow throughout 2026 and is expected to continue growing in 2027. The Company currently expects annual revenue generated from the Customer during each contract year of 2026, 2027 and 2028 to exceed the Customer's total revenue contribution in 2025.
We remain focused on delivering industry leading solutions and services to all of our global customer base and believe that continued execution of our strategy will allow us to regain market share over time.
22
Table of Contents
Results from Operations — Three Months Ended September 30, 2026 compared to Three Months Ended September 30, 2025
| Three Months Ended | |||||||||||||||||||||||
| September 30, | |||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Expedited Freight | $ | 337,407 | $ | 258,554 | $ | 78,853 | 30.5 | % | |||||||||||||||
| Omni Logistics | 312,313 | 339,584 | (27,271) | (8.0) | % | ||||||||||||||||||
| Intermodal | 63,453 | 58,332 | 5,121 | 8.8 | % | ||||||||||||||||||
| Corporate and Eliminations | (39,312) | (24,707) | (14,605) | (59.1) | % | ||||||||||||||||||
| Total operating revenues | 673,861 | 631,763 | 42,098 | 6.7 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Purchased transportation | 343,573 | 316,390 | 27,183 | 8.6 | % | ||||||||||||||||||
| Salaries, wages and employee benefits | 122,964 | 131,909 | (8,945) | (6.8) | % | ||||||||||||||||||
| Operating leases | 49,775 | 52,150 | (2,375) | (4.6) | % | ||||||||||||||||||
| Depreciation and amortization | 37,539 | 37,748 | (209) | (0.6) | % | ||||||||||||||||||
| Insurance and claims | 13,251 | 12,719 | 532 | 4.2 | % | ||||||||||||||||||
| Fuel expense | 6,339 | 5,029 | 1,310 | 26.0 | % | ||||||||||||||||||
| Other operating expenses | 56,525 | 60,811 | (4,286) | (7.0) | % | ||||||||||||||||||
| Total operating expenses | 629,966 | 616,756 | 13,210 | 2.1 | % | ||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| Expedited Freight | 36,461 | 19,445 | 17,016 | 87.5 | % | ||||||||||||||||||
| Omni Logistics | 12,206 | 9,749 | 2,457 | 25.2 | % | ||||||||||||||||||
| Intermodal | 5,186 | 4,102 | 1,084 | 26.4 | % | ||||||||||||||||||
| Corporate and Eliminations | (9,958) | (18,289) | 8,331 | 45.6 | % | ||||||||||||||||||
| Total operating income (loss) | 43,895 | 15,007 | 28,888 | 192.5 | % | ||||||||||||||||||
| Other income and expenses: | |||||||||||||||||||||||
| Interest expense, net | (44,096) | (44,775) | 679 | 1.5 | % | ||||||||||||||||||
| Foreign exchange loss | (1,344) | (539) | (805) | (149.4) | % | ||||||||||||||||||
| Other income (expense), net | 10,680 | 6,935 | 3,745 | 54.0 | % | ||||||||||||||||||
| Total other expense | (34,760) | (38,379) | 3,619 | 9.4 | % | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 9,135 | (23,372) | 32,507 | 139.1 | % | ||||||||||||||||||
| Income tax expense | 15 | 385 | (370) | (96.1) | % | ||||||||||||||||||
| Net income (loss) | 9,120 | (23,757) | 32,877 | 138.4 | % | ||||||||||||||||||
| Net loss attributable to noncontrolling interest | (2,259) | (7,507) | 5,248 | 69.9 | % | ||||||||||||||||||
| Net income (loss) attributable to Forward Air | $ | 11,379 | $ | (16,250) | $ | 27,629 | 170.0 | % | |||||||||||||||
Operating Revenues
Operating revenues increased $42.1 million, or 6.7%, to $673.9 million for the three months ended September 30, 2026 compared to $631.8 million for the three months ended September 30, 2025. The increase was primarily associated with an increase in tonnage shipped and revenue per shipment in our Expedited Freight segment. The results for our reportable segments are discussed in detail below.
Operating Expenses
Operating expenses increased $13.2 million, or 2.1%, to $630.0 million for the three months ended September 30, 2026 compared to $616.8 million for the three months ended September 30, 2025. The increase was primarily due to increased purchased transportation expenses in correlation with the increase in operating revenues.
23
Table of Contents
Operating Income
Operating income was $43.9 million for the three months ended September 30, 2026 compared to $15.0 million for the three months ended September 30, 2025. The increase in operating income was primarily due to the profit improvement in our Expedited Freight segment due to increased revenue per shipment.
Total Other Expense
Total other expense decreased $3.6 million, or 9.4%, to expense of $34.8 million for the three months ended September 30, 2026 compared to an expense of $38.4 million for the three months ended September 30, 2025. Total other expense for the three months ended September 30, 2026 included a gain of $7.0 million on the sale of a business unit within our Omni Logistics segment. The three months ended September 30, 2025 included a $6.0 million adjustment to decrease liabilities under the Tax Receivable Agreement with no comparable transaction during the three months ended September 30, 2026. Additionally, foreign currency exchange increased by $0.8 million.
Income Taxes
The effective tax rate for the three months ended September 30, 2026 was 0.2% compared to (1.6)% for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2026 and 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance was recorded on the deferred tax asset, noncontrolling interest, and foreign, state and local income taxes.
Net Loss Attributable to Noncontrolling Interest
The Company is organized as an umbrella partnership C Corporation. Net income (loss) is allocated to noncontrolling interest holders based on the percentage ownership in Clue Opco LLC (“Opco”) of the Class B shareholders. Approximately 24.8% of consolidated net income was attributed to noncontrolling interest for the three months ended September 30, 2026 compared to 31.6% for the three months ended September 30, 2025. The decrease in the percentage is due to exchanges of Class B shares to common stock from September 30, 2025 through September 30, 2026 and net income (loss) for Forward Air Corporation, which is not allocated to noncontrolling interest and consists primarily of changes in the value of the Tax Receivable Agreement and the impact of income tax expense.
Expedited Freight — Three Months Ended September 30, 2026 compared to Three Months Ended September 30, 2025
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | % of Revenue | 2025 | % of Revenue | $ Change | % Change | |||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
Network (1) | $ | 242,042 | 71.7 | % | $ | 194,035 | 75.0 | % | $ | 48,007 | 24.7 | % | |||||||||||||||||||||||
| Truckload | 67,540 | 20.0 | % | 42,401 | 16.4 | % | 25,139 | 59.3 | % | ||||||||||||||||||||||||||
| Other | 27,825 | 8.3 | % | 22,118 | 8.6 | % | 5,707 | 25.8 | % | ||||||||||||||||||||||||||
| Total operating revenues | 337,407 | 100.0 | % | 258,554 | 100.0 | % | 78,853 | 30.5 | % | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 179,504 | 53.2 | % | 125,265 | 48.4 | % | 54,239 | 43.3 | % | ||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 56,370 | 16.7 | % | 54,403 | 21.0 | % | 1,967 | 3.6 | % | ||||||||||||||||||||||||||
| Operating leases | 17,577 | 5.2 | % | 15,797 | 6.1 | % | 1,780 | 11.3 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 8,563 | 2.5 | % | 10,160 | 3.9 | % | (1,597) | (15.7) | % | ||||||||||||||||||||||||||
| Insurance and claims | 10,355 | 3.1 | % | 10,415 | 4.0 | % | (60) | (0.6) | % | ||||||||||||||||||||||||||
| Fuel expense | 3,343 | 1.0 | % | 2,155 | 0.8 | % | 1,188 | 55.1 | % | ||||||||||||||||||||||||||
| Other operating expenses | 25,234 | 7.5 | % | 20,914 | 8.3 | % | 4,320 | 20.7 | % | ||||||||||||||||||||||||||
| Total operating expenses | 300,946 | 89.2 | % | 239,109 | 92.5 | % | 61,837 | 25.9 | % | ||||||||||||||||||||||||||
| Operating income | $ | 36,461 | 10.8 | % | $ | 19,445 | 7.5 | % | $ | 17,016 | 87.5 | % | |||||||||||||||||||||||
(1)Network revenue is comprised of linehaul, pickup and/or delivery, and fuel surcharge revenue, and excludes accessorial and Truckload revenue.
24
Table of Contents
The following table sets forth the operating statistics of our Expedited Freight segment:
| Three Months Ended | |||||||||||||||||
| September 30, | |||||||||||||||||
| (in thousands, except per shipment and per hundredweight) | 2026 | 2025 | % Change | ||||||||||||||
| Business days | 64 | 64 | — | % | |||||||||||||
Tonnage (1) | |||||||||||||||||
| Total pounds | 707,893 | 612,449 | 15.6 | % | |||||||||||||
| Pounds per day | 11,061 | 9,570 | 15.6 | % | |||||||||||||
Shipments (1) | |||||||||||||||||
| Total shipments | 787 | 729 | 8.0 | % | |||||||||||||
| Shipments per day | 12.3 | 11.4 | 7.9 | % | |||||||||||||
| Weight per shipment | 899 | 841 | 6.9 | % | |||||||||||||
Revenue per hundredweight (2) | $ | 34.18 | $ | 31.70 | 7.8 | % | |||||||||||
Revenue per hundredweight, ex fuel (2) | $ | 24.34 | $ | 24.98 | (2.6) | % | |||||||||||
Revenue per shipment (2) | $ | 307.51 | $ | 266.48 | 15.4 | % | |||||||||||
Revenue per shipment, ex fuel (2) | $ | 219.01 | $ | 209.99 | 4.3 | % | |||||||||||
(1)Excludes accessorial and Truckload products.
(2)Includes intercompany revenue between the Network and Truckload revenue streams.
Operating Revenues
Operating revenues increased $78.9 million, or 30.5%, to $337.4 million for the three months ended September 30, 2026 from $258.6 million for the three months ended September 30, 2025. The increase was primarily due to increased Network revenues reflecting a 15.6% increase in tonnage and a 15.4% increase in revenue per shipment as compared to the same period in 2025. The increase in tonnage reflects an increase in shipments per day of 7.9% and an increase in weight per shipment of 6.9%. The increase in shipments is due to stronger demand for our services as industry capacity tightens. The increase in Truckload revenues was primarily due to higher prices per shipment, driven by an increase in contracted and spot rates. Truckload revenues also increased in part from $8.4 million in operating revenues from the conversion of certain customers previously serviced by Omni Logistics in the prior year period.
Purchased Transportation
Purchased transportation increased $54.2 million, or 43.3%, to $179.5 million for the three months ended September 30, 2026 from $125.3 million for the three months ended September 30, 2025. Purchased transportation was 53.2% of operating revenues for the three months ended September 30, 2026 compared to 48.4% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation increased in correlation with the increase in revenues period over period, and the mix of revenue between Network and Truckload where Truckload requires additional amounts of purchased transportation.
Salaries, Wages and Employee Benefits
Salaries, wages and employee benefits increased $2.0 million, or 3.6%, to $56.4 million for the three months ended September 30, 2026 from $54.4 million for the three months ended September 30, 2025. Salaries, wages and employee benefits were 16.7% of operating revenues for the three months ended September 30, 2026 compared to 21.0% for the same period in 2025. The increase in salaries, wages and employee benefits expense was primarily due to the 15.6% increase in tonnage moved period over period, which is impacted by the mix of internal and external miles driven.
25
Table of Contents
Other Operating Expenses
Other operating expenses increased $4.3 million, or 20.7%, to $25.2 million for the three months ended September 30, 2026 from $20.9 million for the three months ended September 30, 2025. Other operating expenses were 7.5% of operating revenues for the three months ended September 30, 2026 compared to 8.3% for the same period in 2025. Other operating expenses primarily increased in correlation with the increase in operating revenues.
Omni Logistics — Three Months Ended September 30, 2026 compared to Three Months Ended September 30, 2025
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | % of Revenue | 2025 | % of Revenue | $ Change | % Change | |||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Ground | $ | 106,043 | 34.0 | % | $ | 164,591 | 48.5 | % | $ | (58,548) | (35.6) | % | |||||||||||||||||||||||
| Contract Logistics | 109,436 | 35.0 | % | 97,464 | 28.7 | % | 11,972 | 12.3 | % | ||||||||||||||||||||||||||
| Air and Ocean | 96,834 | 31.0 | % | 77,529 | 22.8 | % | 19,305 | 24.9 | % | ||||||||||||||||||||||||||
| Total operating revenues | 312,313 | 100.0 | % | 339,584 | 100.0 | % | (27,271) | (8.0) | % | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 179,156 | 57.4 | % | 196,312 | 57.8 | % | (17,156) | (8.7) | % | ||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 46,780 | 15.0 | % | 58,373 | 17.2 | % | (11,593) | (19.9) | % | ||||||||||||||||||||||||||
| Operating leases | 25,221 | 8.1 | % | 29,979 | 8.8 | % | (4,758) | (15.9) | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 23,124 | 7.4 | % | 22,832 | 6.7 | % | 292 | 1.3 | % | ||||||||||||||||||||||||||
| Insurance and claims | 930 | 0.3 | % | (59) | — | % | 989 | nm | |||||||||||||||||||||||||||
| Fuel expense | 461 | 0.1 | % | 874 | 0.3 | % | (413) | (47.3) | % | ||||||||||||||||||||||||||
| Other operating expenses | 24,435 | 7.8 | % | 21,524 | 6.3 | % | 2,911 | 13.5 | % | ||||||||||||||||||||||||||
| Total operating expenses | 300,107 | 96.1 | % | 329,835 | 97.1 | % | (29,728) | (9.0) | % | ||||||||||||||||||||||||||
| Operating income | $ | 12,206 | 3.9 | % | $ | 9,749 | 2.9 | % | $ | 2,457 | 25.2 | % | |||||||||||||||||||||||
nm = not meaningful
Operating Revenues
Operating revenues decreased $27.3 million, or 8.0%, to $312.3 million for the three months ended September 30, 2026 from $339.6 million for the three months ended September 30, 2025. This was due to a decrease in Ground services, partially offset by an increase in Contract Logistics and Air and Ocean services. Ground services decreased during the three months ended September 30, 2026 primarily due to the sale of a business unit during the third quarter of 2026, which reduced revenue by $18.0 million compared to the prior period, as well as reduced demand and the conversion of certain customers previously serviced by Omni Logistics to Expedited Freight, as discussed above in the Expedited Freight segment section. Contract Logistics and Air and Ocean services increased due to an increase in demand from our customers.
Purchased Transportation
Purchased transportation decreased $17.2 million, or 8.7%, to $179.2 million for the three months ended September 30, 2026 from $196.3 million for the three months ended September 30, 2025. Purchased transportation was 57.4% of operating revenues for the three months ended September 30, 2026 compared to 57.8% for the same period in 2025. Purchased transportation decreased primarily in correlation with the decrease in revenues period over period.
Salaries, Wages and Employee Benefits
Salaries, wages and employee benefits decreased $11.6 million, or 19.9%, to $46.8 million for the three months ended September 30, 2026 from $58.4 million for three months ended September 30, 2025. Salaries, wages and employee benefits were 15.0% of operating revenues for the three months ended September 30, 2026 compared to 17.2% for the same period in 2025. Salaries, wages and employee benefits primarily decreased due to the lower operating revenues during the current period.
Operating Leases
Operating leases decreased $4.8 million, or 15.9%, to $25.2 million for the three months ended September 30, 2026 from $30.0 million for the three months ended September 30, 2025. Operating leases were 8.1% of operating revenues for the three months ended September 30, 2026 compared to 8.8% for the same period in 2025. The decrease in operating leases was primarily due to a reduction in leases resulting from the sales of two business units within the Omni Logistics segment.
26
Table of Contents
Other Operating Expenses
Other operating expenses increased $2.9 million, or 13.5%, to $24.4 million for the three months ended September 30, 2026 from $21.5 million for the three months ended September 30, 2025. Other operating expenses were 7.8% of operating revenues for the three months ended September 30, 2026 compared to 6.3% for the same period in 2025. Other operating expenses increased primarily due to higher losses on disposals of assets period over period.
Intermodal — Three Months Ended September 30, 2026 compared to Three Months Ended September 30, 2025
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | % of Revenue | 2025 | % of Revenue | $ Change | % Change | |||||||||||||||||||||||||||||
| Operating revenues | $ | 63,453 | 100.0 | % | $ | 58,332 | 100.0 | % | $ | 5,121 | 8.8 | % | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 24,225 | 38.2 | % | 19,331 | 33.1 | % | 4,894 | 25.3 | % | ||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 13,055 | 20.6 | % | 14,198 | 24.3 | % | (1,143) | (8.1) | % | ||||||||||||||||||||||||||
| Operating leases | 6,867 | 10.8 | % | 6,288 | 10.8 | % | 579 | 9.2 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 3,861 | 6.1 | % | 4,382 | 7.5 | % | (521) | (11.9) | % | ||||||||||||||||||||||||||
| Insurance and claims | 2,999 | 4.7 | % | 2,900 | 5.0 | % | 99 | 3.4 | % | ||||||||||||||||||||||||||
| Fuel expense | 2,535 | 4.0 | % | 1,999 | 3.4 | % | 536 | 26.8 | % | ||||||||||||||||||||||||||
| Other operating expenses | 4,725 | 7.4 | % | 5,132 | 8.9 | % | (407) | (7.9) | % | ||||||||||||||||||||||||||
| Total operating expenses | 58,267 | 91.8 | % | 54,230 | 93.0 | % | 4,037 | 7.4 | % | ||||||||||||||||||||||||||
| Operating income | $ | 5,186 | 8.2 | % | $ | 4,102 | 7.0 | % | $ | 1,084 | 26.4 | % | |||||||||||||||||||||||
The following table sets forth the operating statistics of our Intermodal segment:
| Three Months Ended | |||||||||||||||||
| September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Drayage shipments | 62,028 | 60,976 | 1.7 | % | |||||||||||||
| Drayage revenue per shipment | $ | 986 | $ | 864 | 14.1 | % | |||||||||||
Operating Revenues
Operating revenues increased $5.1 million, or 8.8%, to $63.5 million for the three months ended September 30, 2026 from $58.3 million for the three months ended September 30, 2025. This increase was driven by a 14.1% increase in drayage revenue per shipment, reflecting an increase in our length of haul and in the fuel portion of our drayage revenue, and a 1.7% increase in drayage shipments. Operating revenues were impacted by a decrease in non-drayage revenue of $4.5 million as compared to the prior year period.
Purchased Transportation
Purchased transportation increased $4.9 million, or 25.3%, to $24.2 million for the three months ended September 30, 2026 from $19.3 million for the three months ended September 30, 2025. Purchased transportation was 38.2% of operating revenues for the three months ended September 30, 2026 compared to 33.1% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation as a percentage of operating revenues increased based on several factors including changes in mix of drayage and non-drayage revenues, length of haul, lane density, and mix of internal versus external miles driven.
Salaries, Wages and Employee Benefits
Salaries, wages and employee benefits decreased $1.1 million, or 8.1%, to $13.1 million for the three months ended September 30, 2026 from $14.2 million for the three months ended September 30, 2025. Salaries, wages and employee benefits were 20.6% of operating revenues for the three months ended September 30, 2026 compared to 24.3% for the same period in 2025. Salaries, wages and employee benefits decreased primarily due to the decrease in non-drayage revenues during the current period.
27
Table of Contents
Results from Operations — Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
| Nine Months Ended | |||||||||||||||||||||||
| September 30, | |||||||||||||||||||||||
(in thousands) | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Expedited Freight | $ | 929,176 | $ | 765,631 | $ | 163,545 | 21.4 | % | |||||||||||||||
| Omni Logistics | 953,278 | 991,370 | (38,092) | (3.8) | % | ||||||||||||||||||
| Intermodal | 176,269 | 179,970 | (3,701) | (2.1) | % | ||||||||||||||||||
| Corporate and Eliminations | (129,780) | (73,083) | (56,697) | (77.6) | % | ||||||||||||||||||
| Total operating revenues | 1,928,943 | 1,863,888 | 65,055 | 3.5 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Purchased transportation | 963,242 | 923,952 | 39,290 | 4.3 | % | ||||||||||||||||||
| Salaries, wages and employee benefits | 368,580 | 419,314 | (50,734) | (12.1) | % | ||||||||||||||||||
| Operating leases | 149,740 | 150,448 | (708) | (0.5) | % | ||||||||||||||||||
| Depreciation and amortization | 114,322 | 111,914 | 2,408 | 2.2 | % | ||||||||||||||||||
| Insurance and claims | 40,427 | 43,261 | (2,834) | (6.6) | % | ||||||||||||||||||
| Fuel expense | 17,910 | 15,956 | 1,954 | 12.2 | % | ||||||||||||||||||
| Other operating expenses | 167,692 | 159,751 | 7,941 | 5.0 | % | ||||||||||||||||||
| Impairment of goodwill | 244,006 | — | 244,006 | nm | |||||||||||||||||||
| Total operating expenses | 2,065,919 | 1,824,596 | 241,323 | 13.2 | % | ||||||||||||||||||
| Operating (loss) income: | |||||||||||||||||||||||
| Expedited Freight | 91,400 | 54,574 | 36,826 | 67.5 | % | ||||||||||||||||||
| Omni Logistics | (217,074) | 20,310 | (237,384) | nm | |||||||||||||||||||
| Intermodal | 12,511 | 14,059 | (1,548) | (11.0) | % | ||||||||||||||||||
| Corporate and Eliminations | (23,813) | (49,651) | 25,838 | 52.0 | % | ||||||||||||||||||
| Total operating (loss) income | (136,976) | 39,292 | (176,268) | nm | |||||||||||||||||||
| Other income and expenses: | |||||||||||||||||||||||
| Interest expense, net | (131,404) | (135,648) | 4,244 | 3.1 | % | ||||||||||||||||||
| Foreign exchange loss | (212) | (6,114) | 5,902 | 96.5 | % | ||||||||||||||||||
| Other (expense) income, net | (4,708) | 383 | (5,091) | nm | |||||||||||||||||||
| Total other expense | (136,324) | (141,379) | 5,055 | 3.6 | % | ||||||||||||||||||
| Loss from continuing operations before income taxes | (273,300) | (102,087) | (171,213) | (167.7) | % | ||||||||||||||||||
| Income tax expense | 1,634 | 3,225 | (1,591) | (49.3) | % | ||||||||||||||||||
| Income (loss) from continuing operations | (274,934) | (105,312) | (169,622) | (161.1) | % | ||||||||||||||||||
| Loss from discontinued operations, net of tax | (2,075) | — | (2,075) | nm | |||||||||||||||||||
| Net income (loss) | (277,009) | (105,312) | (171,697) | (163.0) | % | ||||||||||||||||||
| Net loss attributable to noncontrolling interest | (46,769) | (25,842) | (20,927) | (81.0) | % | ||||||||||||||||||
| Net income (loss) attributable to Forward Air | $ | (230,240) | $ | (79,470) | $ | (150,770) | (189.7) | % | |||||||||||||||
nm = not meaningful
Operating Revenues
Operating revenues increased $65.1 million, or 3.5%, to $1,928.9 million for the nine months ended September 30, 2026 compared to $1,863.9 million for the nine months ended September 30, 2025. The increase was primarily associated with an increase in tonnage shipped and an increase in revenue per shipment in our Expedited Freight segment. The results for our reportable segments are discussed in detail below.
28
Table of Contents
Operating Expenses
Operating expenses increased $241.3 million, or 13.2%, to $2,065.9 million for the nine months ended September 30, 2026 compared to $1,824.6 million for the nine months ended September 30, 2025. The increase was primarily due to the $244.0 million goodwill impairment charge associated with our Omni Logistics segment and increased other operating expenses, partially offset by reductions in salaries, wages and employee benefits. Refer to Note 2—Goodwill and Other Intangible Assets for additional information.
Operating (Loss) Income
Operating loss was $137.0 million for the nine months ended September 30, 2026 compared to operating income of $39.3 million for the nine months ended September 30, 2025. The change in operating loss was primarily due to the $244.0 million goodwill impairment charge associated with our Omni Logistics segment, partially offset by profit improvement due to increased revenues in our Expedited Freight segment and a reduction in Corporate expenses.
Total Other Expense
Total other expense decreased $5.1 million, or 3.6%, to expense of $136.3 million for the nine months ended September 30, 2026 compared to an expense of $141.4 million for the nine months ended September 30, 2025. The decrease in total other expense was primarily due to gains of $10.6 million on the sales of business units within our Omni Logistics segment during the nine months ended September 30, 2026. Additionally, foreign currency exchange decreased by $5.9 million and interest expense decreased by $4.2 million compared to the same period in the prior year. Partially offsetting these decreases is a $14.7 million increase in expense associated with the change in liabilities under the Tax Receivable Agreement.
Income Taxes
The effective tax rate for the nine months ended September 30, 2026 was (0.6)% compared to (3.2)% for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2026 and 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and foreign and state and local income taxes. Additionally, the effective tax rate for the nine months ended September 30, 2026 varied from the statutory United States federal income tax rate of 21.0% due to the tax effects of the goodwill impairment and related change in the valuation allowance.
Net Loss Attributable to Noncontrolling Interest
The Company is organized as an umbrella partnership C Corporation. Net income (loss) is allocated to noncontrolling interest holders based on the percentage ownership in Opco of the Class B shareholders. Approximately 16.9% of consolidated net losses were attributed to noncontrolling interest for the nine months ended September 30, 2026 compared to 24.5% for the nine months ended September 30, 2025. The decrease in the percentage is due to exchanges of Class B shares to common stock from September 30, 2025 through September 30, 2026 and net income (loss) for Forward Air Corporation, which is not allocated to noncontrolling interest and consists primarily of changes in the value of the Tax Receivable Agreement liability and the impact of income tax expense.
29
Table of Contents
Expedited Freight — Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | % of Revenue | 2025 | % of Revenue | $ Change | % Change | |||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
Network (1) | $ | 656,190 | 70.6 | % | $ | 578,026 | 75.5 | % | $ | 78,164 | 13.5 | % | |||||||||||||||||||||||
| Truckload | 199,321 | 21.5 | % | 124,292 | 16.2 | % | 75,029 | 60.4 | % | ||||||||||||||||||||||||||
| Other | 73,665 | 7.9 | % | 63,313 | 8.3 | % | 10,352 | 16.4 | % | ||||||||||||||||||||||||||
| Total operating revenues | 929,176 | 100.0 | % | 765,631 | 100.0 | % | 163,545 | 21.4 | % | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 489,123 | 52.6 | % | 370,393 | 48.4 | % | 118,730 | 32.1 | % | ||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 169,588 | 18.3 | % | 160,918 | 21.0 | % | 8,670 | 5.4 | % | ||||||||||||||||||||||||||
| Operating leases | 49,521 | 5.3 | % | 48,585 | 6.3 | % | 936 | 1.9 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 25,370 | 2.7 | % | 30,896 | 4.0 | % | (5,526) | (17.9) | % | ||||||||||||||||||||||||||
| Insurance and claims | 30,533 | 3.3 | % | 31,416 | 4.1 | % | (883) | (2.8) | % | ||||||||||||||||||||||||||
| Fuel expense | 9,064 | 1.0 | % | 7,144 | 0.9 | % | 1,920 | 26.9 | % | ||||||||||||||||||||||||||
| Other operating expenses | 64,577 | 7.0 | % | 61,705 | 8.2 | % | 2,872 | 4.7 | % | ||||||||||||||||||||||||||
| Total operating expenses | 837,776 | 90.2 | % | 711,057 | 92.9 | % | 126,719 | 17.8 | % | ||||||||||||||||||||||||||
| Operating income | $ | 91,400 | 9.8 | % | $ | 54,574 | 7.1 | % | $ | 36,826 | 67.5 | % | |||||||||||||||||||||||
(1)Network revenue is comprised of linehaul, pickup and/or delivery, and fuel surcharge revenue, and excludes accessorial and Truckload revenue.
The following table sets forth the operating statistics of our Expedited Freight segment:
| Nine Months Ended | |||||||||||||||||
| September 30, | |||||||||||||||||
| (in thousands, except per shipment and per hundredweight) | 2026 | 2025 | % Change | ||||||||||||||
| Business days | 191 | 191 | — | % | |||||||||||||
Tonnage (1) | |||||||||||||||||
| Total pounds | 1,971,420 | 1,846,478 | 6.8 | % | |||||||||||||
| Pounds per day | 10,322 | 9,667 | 6.8 | % | |||||||||||||
Shipments (1) | |||||||||||||||||
| Total shipments | 2,226 | 2,195 | 1.4 | % | |||||||||||||
| Shipments per day | 11.7 | 11.5 | 1.7 | % | |||||||||||||
| Weight per shipment | 886 | 841 | 5.4 | % | |||||||||||||
Revenue per hundredweight (2) | $ | 33.28 | $ | 31.13 | 6.9 | % | |||||||||||
Revenue per hundredweight, ex fuel (2) | $ | 24.36 | $ | 24.86 | (2.0) | % | |||||||||||
Revenue per shipment (2) | $ | 294.73 | $ | 263.44 | 11.9 | % | |||||||||||
Revenue per shipment, ex fuel (2) | $ | 215.74 | $ | 209.09 | 3.2 | % | |||||||||||
(1)Excludes accessorial and Truckload products.
(2)Includes intercompany revenue between the Network and Truckload revenue streams.
30
Table of Contents
Operating Revenues
Operating revenues increased $163.5 million, or 21.4%, to $929.2 million for the nine months ended September 30, 2026 from $765.6 million for the nine months ended September 30, 2025. The increase was primarily due to increased Network revenues reflecting a 6.8% increase in tonnage and an 11.9% increase in revenue per shipment as compared to the same period in the prior year. The increase in Truckload revenues was primarily due to higher prices per shipment, driven by an increase in contracted and spot rates. Truckload revenues also increased in part from $29.9 million in intersegment revenues with Omni Logistics' Ground services and $25.1 million in operating revenues from the conversion of certain customers previously serviced by Omni Logistics in the prior year.
Purchased Transportation
Purchased transportation increased $118.7 million, or 32.1%, to $489.1 million for the nine months ended September 30, 2026 from $370.4 million for the nine months ended September 30, 2025. Purchased transportation was 52.6% of operating revenues for the nine months ended September 30, 2026 compared to 48.4% for the same period in 2025. Purchased transportation includes Leased Capacity Providers, third-party motor carriers, and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation primarily increased in correlation with the increase in revenues compared to the same period in the prior year and the mix of revenue between Network and Truckload where Truckload requires additional amounts of purchased transportation.
Salaries, Wages, and Employee Benefits
Salaries, wages and employee benefits increased $8.7 million, or 5.4%, to $169.6 million for the nine months ended September 30, 2026 from $160.9 million for the nine months ended September 30, 2025. Salaries, wages and employee benefits were 18.3% of operating revenues for the nine months ended September 30, 2026 compared to 21.0% for the same period in 2025. The increase in salaries, wages and employee benefits expense was primarily due to revenue increases compared to the same period in the prior year.
Depreciation and Amortization
Depreciation and amortization decreased $5.5 million, or 17.9%, to $25.4 million for the nine months ended September 30, 2026 from $30.9 million for the nine months ended September 30, 2025. The decrease in depreciation and amortization was primarily due to a decrease in assets from the prior year period resulting from a reduction in tonnage during the recent freight recession.
Operating Income
Operating income increased $36.8 million, or 67.5%, to $91.4 million for the nine months ended September 30, 2026 compared to $54.6 million for the nine months ended September 30, 2025. Operating income was 9.8% of operating revenues for the nine months ended September 30, 2026 compared to 7.1% for the same period in 2025. The increase in operating income was primarily due to increased revenues and improved operating leverage compared to the same period in the prior year.
31
Table of Contents
Omni Logistics — Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | % of Revenue | 2025 | % of Revenue | $ Change | % Change | |||||||||||||||||||||||||||||
| Operating revenues | |||||||||||||||||||||||||||||||||||
| Ground | $ | 374,884 | 39.3 | % | $ | 492,115 | 49.6 | % | $ | (117,231) | (23.8) | % | |||||||||||||||||||||||
| Contract Logistics | 325,934 | 34.2 | % | 275,061 | 27.7 | % | 50,873 | 18.5 | % | ||||||||||||||||||||||||||
| Air and Ocean | 252,460 | 26.5 | % | 224,194 | 22.7 | % | 28,266 | 12.6 | % | ||||||||||||||||||||||||||
| Total operating revenues | 953,278 | 100.0 | % | 991,370 | 100.0 | % | (38,092) | (3.8) | % | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 538,245 | 56.5 | % | 567,086 | 57.2 | % | (28,841) | (5.1) | % | ||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 162,402 | 17.0 | % | 176,740 | 17.8 | % | (14,338) | (8.1) | % | ||||||||||||||||||||||||||
| Operating leases | 80,389 | 8.4 | % | 82,755 | 8.3 | % | (2,366) | (2.9) | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 71,493 | 7.5 | % | 67,481 | 6.8 | % | 4,012 | 5.9 | % | ||||||||||||||||||||||||||
| Insurance and claims | 1,674 | 0.2 | % | 3,804 | 0.4 | % | (2,130) | (56.0) | % | ||||||||||||||||||||||||||
| Fuel expense | 1,422 | 0.1 | % | 2,779 | 0.3 | % | (1,357) | (48.8) | % | ||||||||||||||||||||||||||
| Other operating expenses | 70,721 | 7.4 | % | 70,415 | 7.1 | % | 306 | 0.4 | % | ||||||||||||||||||||||||||
| Impairment of goodwill | 244,006 | 25.7 | % | — | — | % | 244,006 | nm | |||||||||||||||||||||||||||
| Total operating expenses | 1,170,352 | 122.8 | % | 971,060 | 98.0 | % | 199,292 | 20.5 | % | ||||||||||||||||||||||||||
| Operating (loss) income | $ | (217,074) | (22.8) | % | $ | 20,310 | 2.0 | % | $ | (237,384) | nm | ||||||||||||||||||||||||
nm = not meaningful
Operating Revenues
Operating revenues decreased $38.1 million, or 3.8%, to $953.3 million for the nine months ended September 30, 2026 from $991.4 million for the nine months ended September 30, 2025. This was due to a decrease in Ground services, partially offset by an increase in Contract Logistics and Air and Ocean services. Ground services decreased for the nine months ended September 30, 2026 compared to prior year primarily due to reduced demand and the conversion of certain customers previously serviced by Omni Logistics to Expedited Freight, as discussed above in the Expedited Freight segment section. Ground services also decreased due to the sale of a business unit during the third quarter of 2026, which reduced revenue by $15.2 million. Contract Logistics and Air and Ocean services increased due to an increase in demand from our customers.
Purchased Transportation
Purchased transportation decreased $28.8 million, or 5.1%, to $538.2 million for the nine months ended September 30, 2026 from $567.1 million for the nine months ended September 30, 2025. Purchased transportation was 56.5% of operating revenues for the nine months ended September 30, 2026 compared to 57.2% for the nine months ended September 30, 2025. The decrease was primarily driven by a reduction in operating revenues and a favorable shift in product mix. This shift included an increase in Contract Logistics, which generally require lower levels of purchased transportation compared to Ground and Air and Ocean services.
Salaries, Wages and Employee Benefits
Salaries, wages and employee benefits decreased $14.3 million or 8.1%, to $162.4 million for the nine months ended September 30, 2026 from $176.7 million for the nine months ended September 30, 2025. Salaries, wages and employee benefits were 17.0% of operating revenues for the nine months ended September 30, 2026 compared to 17.8% for the same period in 2025. Salaries, wages and employee benefits primarily decreased due to the lower operating revenues during the current year.
Insurance and Claims
Insurance and claims decreased $2.1 million, or 56.0%, to $1.7 million for the nine months ended September 30, 2026 from $3.8 million for the nine months ended September 30, 2025. Insurance and claims were 0.2% of operating revenues for the nine months ended September 30, 2026 compared to 0.4% for the same period in 2025. The decrease in insurance and claims was primarily due to timing of claims and insurance reimbursements.
32
Table of Contents
Impairment of Goodwill
During the nine months ended September 30, 2026, we recorded a $244.0 million goodwill impairment charge as a result of the anticipated decrease in future revenues from the Customer, together with a sustained decrease in our stock price. There was no impairment charges during the nine months ended September 30, 2025. Refer to Note 2—Goodwill and Other Intangible Assets for additional information.
Operating (Loss) Income
Operating loss was $217.1 million during the nine months ended September 30, 2026 compared to operating income of $20.3 million for the nine months ended September 30, 2025. The change in operating loss was primarily due to the $244.0 million impairment of goodwill.
Intermodal — Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | % of Revenue | 2025 | % of Revenue | $ Change | % Change | |||||||||||||||||||||||||||||
| Operating revenues | $ | 176,269 | 100.0 | % | $ | 179,970 | 100.0 | % | $ | (3,701) | (2.1) | % | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 65,654 | 37.2 | % | 59,556 | 33.1 | % | 6,098 | 10.2 | % | ||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 40,501 | 23.0 | % | 45,514 | 25.3 | % | (5,013) | (11.0) | % | ||||||||||||||||||||||||||
| Operating leases | 18,748 | 10.6 | % | 17,402 | 9.7 | % | 1,346 | 7.7 | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 11,896 | 6.7 | % | 13,604 | 7.6 | % | (1,708) | (12.6) | % | ||||||||||||||||||||||||||
| Insurance and claims | 7,569 | 4.3 | % | 8,838 | 4.9 | % | (1,269) | (14.4) | % | ||||||||||||||||||||||||||
| Fuel expense | 7,446 | 4.2 | % | 6,011 | 3.3 | % | 1,435 | 23.9 | % | ||||||||||||||||||||||||||
| Other operating expenses | 11,944 | 6.9 | % | 14,986 | 8.3 | % | (3,042) | (20.3) | % | ||||||||||||||||||||||||||
| Total operating expenses | 163,758 | 92.9 | % | 165,911 | 92.2 | % | (2,153) | (1.3) | % | ||||||||||||||||||||||||||
| Operating income | $ | 12,511 | 7.1 | % | $ | 14,059 | 7.8 | % | $ | (1,548) | (11.0) | % | |||||||||||||||||||||||
The following table sets forth the operating statistics of our Intermodal segment:
| Nine Months Ended | |||||||||||||||||
| September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Drayage shipments | 182,713 | 187,738 | (2.7) | % | |||||||||||||
| Drayage revenue per shipment | $ | 936 | $ | 870 | 7.6 | % | |||||||||||
Operating Revenues
Operating revenues decreased $3.7 million, or 2.1%, to $176.3 million for the nine months ended September 30, 2026 from $180.0 million for the nine months ended September 30, 2025. This decrease was primarily due to loss of non-drayage revenue, which represented $12.7 million in operating revenues for the nine months ended September 30, 2025. The decrease in operating revenues was also driven by a 2.7% reduction in drayage shipments, partially offset by a 7.6% increase in drayage revenue per shipment, which was driven by an increase in our length of haul and an increase in the fuel portion of our drayage revenue. The lower shipment volumes resulted from our customer base being negatively affected by international trade restrictions, which led to reduced activity at seaports and railheads.
Purchased Transportation
Purchased transportation increased $6.1 million, or 10.2%, to $65.7 million for the nine months ended September 30, 2026 from $59.6 million for the nine months ended September 30, 2025. Purchased transportation was 37.2% of operating revenues for the nine months ended September 30, 2026 compared to 33.1% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation as a percentage of operating revenues increased based on several factors including changes in mix of drayage and non-drayage revenues, length of haul, lane density, and mix of internal versus external miles driven.
33
Table of Contents
Salaries, Wages, and Employee Benefits
Salaries, wages and employee benefits decreased $5.0 million, or 11.0%, to $40.5 million for the nine months ended September 30, 2026 compared to $45.5 million for the nine months ended September 30, 2025. Salaries, wages and employee benefits were 23.0% of operating revenues for the nine months ended September 30, 2026 compared to 25.3% for the same period in 2025. Salaries, wages and employee benefits decreased primarily due to the decrease in drayage shipments and non-drayage revenues during the current year period.
Other Operating Expenses
Other operating expenses decreased $3.0 million, or 20.3%, to $11.9 million for the nine months ended September 30, 2026 compared to $15.0 million for the nine months ended September 30, 2025. Other operating expenses were 6.9% of operating revenues for the nine months ended September 30, 2026 compared to 8.3% for the same period in 2025. The decrease in other operating expenses as a percentage of revenue was primarily driven by cost reductions in response to the decrease in revenue.
Operating Income
Operating income decreased by $1.5 million, or 11.0%, to $12.5 million for the nine months ended September 30, 2026 compared to $14.1 million for the nine months ended September 30, 2025. Operating income was 7.1% of operating revenues for the nine months ended September 30, 2026 compared to 7.8% for the same period in 2025. The change in operating income was primarily due to a decrease in non-drayage revenues that were not fully offset by cost reductions.
Corporate — Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
Corporate included a $23.8 million operating loss during the nine months ended September 30, 2026 compared to a $49.7 million operating loss during the nine months ended September 30, 2025. The change in operating loss was primarily driven by $12.1 million of professional fees incurred in 2026 for transaction and integration costs as compared to $29.3 million of professional fees in 2025, and a $10.3 million decrease associated with healthcare costs.
Liquidity and Capital Resources
We have historically financed our working capital needs, including capital expenditures, with available cash, cash flows from operations and borrowings under our $300 million revolving credit facility (the “Revolving Credit Facility”) pursuant to our credit agreement with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender (the “Credit Agreement”). We believe that availability of borrowings under our Credit Agreement together with available cash and internally generated funds will be sufficient to support our working capital, capital expenditures and debt service requirements over the next twelve months.
The Credit Agreement requires the Company to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 5.75 to 1.00. As of September 30, 2026, the Company’s leverage ratio was 4.7 to 1.00. The maximum permitted leverage ratio will decrease by 0.25 turns to 5.50 to 1.00 at the end of December 31, 2026 and all quarters thereafter, as defined in the Credit Agreement. Failure to comply with this covenant would result in an event of default under the Credit Agreement and, absent a waiver from the lenders or an amendment to the Credit Agreement, preclude the Company from making further borrowings under the Revolving Credit portion of the Credit Agreement and permit the lenders to accelerate all outstanding borrowings under the Credit Agreement, including the term loan portion. The Company expects to maintain compliance with the leverage ratio during the next twelve months.
Cash Flows
Net cash provided by operating activities was $76.2 million for the nine months ended September 30, 2026 compared to $67.1 million for the nine months ended September 30, 2025. The increase in net cash provided by operating activities was primarily due to an increase in cash-based operating income.
Net cash provided by investing activities was $15.4 million for the nine months ended September 30, 2026 compared to net cash used in investing activities of $19.0 million for the nine months ended September 30, 2025. Capital expenditures for the nine months ended September 30, 2026 and 2025 were $13.2 million and $20.8 million, respectively, which primarily related to the purchase of technology and operating equipment. Additionally, we received net proceeds of $25.0 million from the sales of businesses during the nine months ended September 30, 2026, with no comparable transactions during the nine months ended September 30, 2025.
Net cash used in financing activities was $12.6 million for the nine months ended September 30, 2026 compared to $13.6 million for the nine months ended September 30, 2025. The change in net cash used in financing activities was primarily due to lower repayments on finance lease liabilities for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.
34
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For quantitative and qualitative disclosures about market risks, see “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025 and any applicable subsequent related filings with the Securities and Exchange Commission for further discussion.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
35
Table of Contents
Part II — Other Information.
Item 1. Legal Proceedings.
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 Agreement and Plan of Merger, dated as of August 10, 2023, with Omni Newco, LLC (the “Merger Agreement,” and as amended by Amendment No. 1 thereto, the “Amended 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”). On March 6, 2026, the Chancery Court entered a Scheduling Order with Respect to Notice and Settlement Hearing, scheduling a hearing to, among other things, determine whether the Settlement should be approved and the Action dismissed with prejudice. The Settlement Hearing occurred on July 21, 2026. At the conclusion of the hearing, the Chancery Court orally granted Plaintiffs’ Motion for Final Approval of Class Action Settlement and Approval of Plan of Allocation and Plaintiffs’ counsel’s Motion for an Award of Attorneys’ Fees and Expenses, and for Service Awards to Plaintiffs. The Chancery Court advised the parties that a final written order memorializing the oral ruling and dismissing the Action with prejudice was forthcoming. The Chancery Court entered the Final Judgment and Order of Dismissal with Prejudice on July 30, 2026. The entire settlement amount was funded by the Company's D&O insurers. In exchange, the Plaintiffs and the class (as defined in the agreements memorializing the Settlement) granted customary releases in favor of Defendants of all of their claims that were or could have been asserted in the Action.
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 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.
From time to time, we are also a party to other litigation incidental to and arising in the normal course of our business, most of which involve claims for personal injury and property damage related to the transportation and handling of freight, or workers’ compensation. We accrue 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, we believe the resolution of such incidental claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our business, financial condition or results of operations. However, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. For information regarding our legal proceedings, see Note 9—Commitments and Contingencies in our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
36
Table of Contents
Other than the following risk factors, which update and replace in their entirety the risk factors titled “We cannot assure you that our evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders,” “We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business” and “We experience customer concentration which could adversely impact our financial condition and results of operations,” there have been no material changes to the risk factors identified in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2025.
Market, customer and vendor perception regarding the conclusion of the strategic review process and uncertainty regarding the Board’s pursuit of other strategic initiatives could adversely affect our business and cause the price of our shares to fluctuate significantly.
In January 2025, the Board of Directors (the “Board”) initiated a comprehensive review of strategic alternatives to maximize shareholder value, exploring a range of options relative to the long-term value potential of the Company on a standalone basis. The process included extensive negotiations and discussions with multiple parties. However, due to a variety of factors no actionable proposals for a sale of the Company were ultimately received. The Board continues to be open to, and intends to consider, all opportunities to enhance shareholder value, and has determined to pursue a potential sale of non-core assets, including our Intermodal segment and two of our smaller legacy Omni businesses, the first of which closed during the second quarter of 2026 and the second of which closed in July 2026.
Although the Board intends to pursue other strategic initiatives, including the disposition of non-core assets, there can be no assurance that we will be successful in implementing or executing on any such initiatives or that any such initiatives will be successful or drive the expected, or any, value creation. In addition, market, customer and vendor perception regarding the conclusion of the strategic review process and uncertainty regarding the Board’s consideration, and any impact, of other opportunities could materially adversely affect our business, financial condition and/or operating results and cause the price of our shares to fluctuate significantly.
We experience customer concentration which could adversely impact our financial condition and results of operations.
Our top ten customers, based on revenue, accounted for approximately 26% of our revenue for the year ended December 31, 2025, with one customer (the “Customer”) accounting for slightly less than 10% of consolidated operating revenues for year ended December 31, 2025, and approximately 13% of consolidated operating revenues for both the three and nine months ended September 30, 2026. These customers can impact our revenues and profitability based on factors such as: (i) industry trends related to e-commerce that may apply downward pricing pressures on the rates our customers can charge; (ii) seasonality; (iii) business combinations and the overall growth of a customer’s underlying business; and (iv) any disruptions to our customers’ businesses.
If these customers choose to divert all or a portion of their business with us to one of our competitors, demand pricing concessions for our services, require us to provide enhanced services that increase our costs, or develop their own shipping and distribution capabilities it may have a material adverse effect on our business and operating results.
As previously disclosed, we have been in active discussions with the Customer regarding the transition of a portion of the Customer’s contract logistics business with us to other suppliers for reasons related to the Customer’s operations and supplier diversification initiatives. In October 2026, we entered into a definitive agreement with the Customer under which the Customer agreed to continue utilizing the Company for a significant portion of the services currently provided for a two-year term. The agreement provides for the orderly transition of certain services currently provided to the Customer, which is expected to occur between November 2026 and March 2027.
The definitive agreement with the Customer contains customary termination rights which, if exercised could, in the future, have a negative impact on our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The Company did not repurchase any of its equity securities during the three months ended September 30, 2026.
Item 3. Defaults Upon Senior Securities.
Not applicable.
37
Table of Contents
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
38
Table of Contents
Item 6. Exhibits.
| No. | Exhibit | |||||||
| 10.1* | Amended and Restated Limited Liability Company Agreement of Clue Opco LLC, dated as of September 9, 2026. | |||||||
| 10.2* | Forward Air Corporation Form of Indemnification Agreement. | |||||||
| 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)). | |||||||
| 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. | |||||||
| 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). | |||||||
* Filed herewith.
** Furnished herewith.
39
Table of Contents
Signatures
Pursuant to the requirements 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 on November 9, 2026.
| Forward Air Corporation | |||||
| By: | /s/ Shawn Stewart | ||||
Shawn Stewart President and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer) | |||||
| Forward Air Corporation | |||||
| By: | /s/ Jamie Pierson | ||||
Jamie Pierson Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | |||||
40