Forward Air (NASDAQ: FWRD) posts Q1 loss, flags $250M customer shift
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Forward Air Corporation reported a Q1 2026 net loss while improving operations and cash flow, and disclosed a pending loss of major business. Revenue was $582.0 million, down 5.1% year over year. Income from operations rose to $20.4 million from $4.8 million, but net loss was $40.2 million, improving from a $61.2 million loss. Diluted loss per share narrowed to $(1.09) from $(1.68). Consolidated EBITDA was $70.4 million. Liquidity increased to $402 million, including $141 million of cash and $261 million of revolver availability, and free cash flow rose to $40.2 million from $16.4 million. The Expedited Freight segment grew revenue 9.4% to $272.7 million with a 10.4% Reported EBITDA margin, while Omni Logistics generated $302.4 million of revenue with an improved 8.3% margin. The Intermodal segment’s revenue fell 15.0% to $53.1 million and margin declined. Forward Air also warned that one of its largest customers, which contributed about $250 million of 2025 revenue, is expected to shift most of its business to other providers beginning in early 2027. After a broad strategic review produced no actionable sale proposal for the whole company, the Board plans to pursue sales of non-core assets, including the Intermodal segment and two smaller Omni businesses, to help reduce debt and sharpen focus on core service-sensitive logistics.
Positive
- None.
Negative
- Concentration and future revenue risk: One of Forward Air’s largest customers, contributing about $250 million of 2025 revenue, is expected to shift most of its business to other providers starting in early 2027, creating a significant future revenue headwind.
- Strategic review outcome and asset sales: A comprehensive review produced no actionable proposals for a sale of the company, and the Board now plans to sell non-core assets, including the Intermodal segment and two smaller Omni businesses, to help delever the balance sheet.
Insights
Operational metrics improved, but future revenue risk and asset sales drive a cautious view.
Forward Air showed clear operational progress in Q1 2026. Operating income increased to $20.4 million from $4.8 million, while net loss narrowed to $40.2 million. Cash generation strengthened, with operating cash flow of $45.7 million and free cash flow of $40.2 million.
Segment results were mixed. Expedited Freight revenue grew 9.4% and held a 10.4% Reported EBITDA margin. Omni Logistics revenue declined but modestly improved margin to 8.3%. Intermodal revenue fell 15.0% and profitability deteriorated, aligning with management’s decision to treat it as non-core.
The most material development is customer concentration risk. A large customer that generated about $250 million of 2025 revenue is expected to transition most business away beginning in early 2027. In parallel, a strategic review yielded no actionable whole-company sale proposals, and the Board now targets selling non-core assets, including Intermodal and two legacy Omni units, to support deleveraging. Actual impact will depend on execution of these sales and how effectively Forward Air replaces the at-risk revenue.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revenue: $582.0 million
Income from operations: $20.4 million
Net loss: $40.2 million
+5 more
8 metrics
Revenue
$582.0 million
Three months ended March 31, 2026; down 5.1% year over year
Income from operations
$20.4 million
Q1 2026 vs $4.8 million in Q1 2025
Net loss
$40.2 million
Q1 2026 net loss vs $61.2 million in Q1 2025
Diluted EPS
$(1.09) per share
Q1 2026 diluted net loss per share vs $(1.68) in Q1 2025
Consolidated EBITDA
$70.4 million
Q1 2026, calculated pursuant to Term Loan Credit Agreement
Liquidity
$402 million
End of Q1 2026; $141 million cash plus $261 million credit availability
Free cash flow
$40.2 million
Three months ended March 31, 2026 vs $16.4 million in prior year
Customer revenue exposure
$250 million
Approximate 2025 revenue from large customer expected to transition in 2027
Key Terms
Consolidated EBITDA, free cash flow, Reported EBITDA, Net Leverage Ratio, +2 more
6 terms
Consolidated EBITDA financial
"Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $70 million"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.
free cash flow financial
"Free cash flow was $40,220 compared to $16,400, a 145.2% increase"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Reported EBITDA financial
"the Expedited Freight’s first quarter Reported EBITDA results improved to $28 million compared to $26 million a year ago"
Net Leverage Ratio financial
"5.4x LTM Net Leverage Ratio calculated pursuant to Senior Secured Loan Credit Agreement"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
strategic alternatives financial
"the Forward Air Board of Directors initiated a comprehensive review of strategic alternatives to maximize shareholder value"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.
Intermodal segment financial
"no formal notices of termination have been delivered... and is not a customer of Forward Air’s Less Than Truckload or Intermodal businesses"
Earnings Snapshot
Revenue: $582.0 million
Q1 2026
Revenue
$582.0 million
-5.1% YoY
Income from operations
$20.4 million
up from $4.8 million prior-year quarter
Net loss
$40.2 million
improved from $61.2 million prior-year quarter
Consolidated EBITDA
$70.4 million
-4.0% YoY
Free cash flow
$40.2 million
up from $16.4 million prior-year quarter
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2026
(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) | ||||||||||||||||
| (Commission File Number) | ||
Registrant’s telephone number, including area code: (817 ) 552-5270
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. | ||||
On May 7, 2026, Forward Air Corporation (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. On May 7, 2026, the Company also posted an earnings presentation on the Company’s Investor Relations website at ir.forwardaircorp.com.
The information furnished under this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this Report.
| No. | Exhibit | |||||||
99.1 | Press Release of Forward Air Corporation, dated May 7, 2026 | |||||||
99.2 | Forward Air Q1 2026 Earnings and Business Update Presentation Slides | |||||||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 hereunto duly authorized.
| FORWARD AIR CORPORATION | |||||||||||
Date: May 7, 2026 | By: | /s/ Shawn Stewart | |||||||||
| Name: Title: | Shawn Stewart President and Chief Executive Officer | ||||||||||
NEWS RELEASE
FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2026 RESULTS
Expedited Freight Segment’s Results Improve Year Over Year and Sequentially
Liquidity Remains Strong Increasing to Over $400 Million
Provides Update on Customer and Strategic Alternatives Review
DALLAS – (BUSINESS WIRE) – May 7, 2026 – Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “Forward”, “we”, “our”, or “us”) today reported financial results for the three months ended March 31, 2026, as presented in the tables below.
“During the first quarter, we stayed focused on the customer and providing award-winning service,” said Shawn Stewart, President & Chief Executive Officer. “And as a result, operating income improved to $20 million compared to $5 million in the first quarter a year ago.
“On a segment basis, the Expedited Freight’s first quarter Reported EBITDA results improved to $28 million compared to $26 million a year ago and sequentially when compared to the $25 million in the fourth quarter 2025. The 10.4 percent margin is consistent with a year ago and an improvement compared to the 10.1 percent in the fourth quarter 2025.
“At the Omni Logistics segment, Reported EBITDA in the first quarter was $25 million and consistent with the $26 million in the first quarter 2025. The margin improved to 8.3 percent compared to 7.9 percent due to an increase in contract logistics volume with a more favorable margin.
“Reduction in port activity and softness with key customers continued to negatively impact the Intermodal segment. In the first quarter Reported EBITDA was $5 million and the margin was 10.1 percent respectively, compared to $10 million and 16.4 percent a year ago.”
Jamie Pierson, Chief Financial Officer, added, “We reported consolidated revenue of $582 million in the first quarter compared to $613 million a year ago. Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $70 million, and on a last twelve months basis was $304 million.
“Liquidity improved to $402 million at the end of the first quarter comprised of $141 million in cash and $261 million of availability under our credit facility, which is the highest ending cash balance Forward Air has achieved in the past two years. This compares to $367 million in total liquidity at the end of 2025.
“As a result of tight control on costs and reduction in advisors and consultants compared to a year ago, cash provided by operating activities improved to $46 million in the first quarter compared to $28 million the same time last year, reflecting a year over year improvement of $18 million,” concluded Pierson.
Customer Update
While no formal notices of termination have been delivered, the Company is currently in active discussions with one of its largest customers (the “Customer”) regarding the transition of a significant portion of their business with the Company to other providers for reasons believed to be related to the Customer’s operations and supplier diversification initiatives. Forward Air has provided the highest level of service excellence and exceeded most if not all of its KPIs on a regular basis throughout the duration of its long-term partnership.
The parties continue to discuss the scope of the business that will be transitioned and the timing thereof, and Forward Air is exploring all options to retain as much of this business as possible. The Company is currently anticipating that the majority of the business that will ultimately be transitioned will start in early 2027 and take place throughout the balance of the year.
The Customer represented approximately $250 million of the Company’s revenue for the fiscal year ended December 31, 2025 and is not a customer of Forward Air’s Less Than Truckload or Intermodal businesses.
The Company remains focused on delivering industry leading solutions and service to all of its global customer base and believes that continued execution of its strategy will allow it to build its market share over time.
Strategic Alternatives Update
In January 2025, the Forward Air Board of Directors 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. This process included extensive negotiations and discussions with multiple parties; however, due to a variety of factors, including the developments in Forward Air’s relationship with the Customer, no actionable proposals for a sale of the Company were ultimately received. However, the Board continues to be open to, and intends to consider, all opportunities to enhance shareholder value, and has determined to pursue a sale of non-core assets, including our Intermodal segment and two of our smaller legacy Omni businesses. These targeted sales are expected to advance the Company’s efforts to delever the balance sheet and further focus its services around continuing to provide service-sensitive logistics to its customers around the world in the air, ocean, ground and contract logistics.
Stewart concluded, “Despite a prolonged, multi-year freight recession, our team has made extensive progress executing our transformation plan, overhauling operations and improving the quality of our earnings results including today with the release of our first quarter 2026 results.”
2
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands, except per share data) | March 31, 2026 | March 31, 2025 | Change | Percent Change | ||||||||||||||||||||||
| Operating revenues | $ | 582,046 | $ | 613,281 | $ | (31,235) | (5.1) | % | ||||||||||||||||||
| Income from operations | $ | 20,441 | $ | 4,763 | $ | 15,678 | 329.2 | % | ||||||||||||||||||
| Operating margin | 3.5 | % | 0.8 | % | 270 bps | |||||||||||||||||||||
| Net loss | $ | (40,198) | $ | (61,191) | $ | 20,993 | 34.3 | % | ||||||||||||||||||
| Net loss per diluted share | $ | (1.09) | $ | (1.68) | $ | 0.59 | 35.1 | % | ||||||||||||||||||
| Cash provided by operating activities | $ | 45,738 | $ | 27,615 | $ | 18,123 | 65.6 | % | ||||||||||||||||||
Non-GAAP Financial Measures: 1 | ||||||||||||||||||||||||||
| Consolidated EBITDA | $ | 70,378 | $ | 73,311 | $ | (2,933) | (4.0) | % | ||||||||||||||||||
| Free cash flow | $ | 40,220 | $ | 16,400 | $ | 23,820 | 145.2 | % | ||||||||||||||||||
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. | ||||||||||||||||||||||||||
Review of Financial Results
Forward Air will hold a conference call to discuss first quarter 2026 results on Thursday, May 7 at 4:30 p.m. ET. The Company’s conference call will be available online on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, or by dialing (800) 579-2543, Access Code: FWRDQ126.
A replay of the conference call will be available on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investor Relations portion of the Company’s website to easily find or navigate to current and pertinent information about us.
About Forward Air Corporation
Forward is a leading asset-light provider of transportation services across the United States, Canada and Latin America. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardair.com.
3
| Forward Air Corporation | |||||||||||
| Condensed Consolidated Statements of Operations | |||||||||||
| (Unaudited, in thousands, except per share data) | |||||||||||
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Operating revenues: | |||||||||||
| Expedited Freight | $ | 272,707 | $ | 249,381 | |||||||
| Omni Logistics | 302,418 | 323,470 | |||||||||
| Intermodal | 53,092 | 62,492 | |||||||||
| Corporate | — | 142 | |||||||||
| Eliminations | (46,171) | (22,204) | |||||||||
| Operating revenues | 582,046 | 613,281 | |||||||||
| Operating expenses: | |||||||||||
| Purchased transportation | 283,777 | 304,262 | |||||||||
| Salaries, wages and employee benefits | 115,576 | 141,915 | |||||||||
| Operating leases | 49,713 | 48,792 | |||||||||
| Depreciation and amortization | 38,521 | 37,360 | |||||||||
| Insurance and claims | 13,498 | 15,007 | |||||||||
| Fuel expense | 4,927 | 5,649 | |||||||||
| Other operating expenses | 55,593 | 55,533 | |||||||||
| Total operating expenses | 561,605 | 608,518 | |||||||||
| Income from operations: | |||||||||||
| Expedited Freight | 20,046 | 15,634 | |||||||||
| Omni Logistics | 730 | 3,375 | |||||||||
| Intermodal | 1,224 | 5,542 | |||||||||
| Other Operations | (1,559) | (19,788) | |||||||||
| Income from operations | 20,441 | 4,763 | |||||||||
| Other expense: | |||||||||||
| Interest expense, net | (43,587) | (45,547) | |||||||||
| Foreign exchange gain (loss) | 1,698 | (922) | |||||||||
| Other (expense) income, net | (16,957) | 104 | |||||||||
| Total other expense | (58,846) | (46,365) | |||||||||
| Loss from operations before income taxes | (38,405) | (41,602) | |||||||||
| Income tax expense | 1,793 | 19,589 | |||||||||
| Net loss | (40,198) | (61,191) | |||||||||
| Net loss attributable to noncontrolling interest | (5,879) | (10,554) | |||||||||
| Net loss attributable to Forward Air | $ | (34,319) | $ | (50,637) | |||||||
| Basic and diluted net loss per share attributable to Forward Air | $ | (1.09) | $ | (1.68) | |||||||
4
| Expedited Freight Segment Information | |||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | Percent of Revenue | March 31, 2025 | Percent of Revenue | Change | Percent Change | ||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
Network1 | $ | 188,177 | 69.0 | % | $ | 190,162 | 76.3 | % | $ | (1,985) | (1.0) | % | |||||||||||||||||||||||
| Truckload | 62,544 | 22.9 | 39,255 | 15.7 | 23,289 | 59.3 | |||||||||||||||||||||||||||||
| Other | 21,986 | 8.1 | 19,964 | 8.0 | 2,022 | 10.1 | |||||||||||||||||||||||||||||
| Total operating revenues | 272,707 | 100.0 | 249,381 | 100.0 | 23,326 | 9.4 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 141,683 | 52.0 | 120,680 | 48.4 | 21,003 | 17.4 | |||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 55,650 | 20.4 | 52,577 | 21.1 | 3,073 | 5.8 | |||||||||||||||||||||||||||||
| Operating leases | 15,528 | 5.7 | 15,433 | 6.2 | 95 | 0.6 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 8,312 | 3.0 | 10,379 | 4.2 | (2,067) | (19.9) | |||||||||||||||||||||||||||||
| Insurance and claims | 10,160 | 3.7 | 10,308 | 4.1 | (148) | (1.4) | |||||||||||||||||||||||||||||
| Fuel expense | 2,053 | 0.8 | 2,471 | 1.0 | (418) | (16.9) | |||||||||||||||||||||||||||||
| Other operating expenses | 19,275 | 7.4 | 21,899 | 8.7 | (2,624) | (12.0) | |||||||||||||||||||||||||||||
| Total operating expenses | 252,661 | 92.6 | 233,747 | 93.7 | 18,914 | 8.1 | |||||||||||||||||||||||||||||
| Income from operations | $ | 20,046 | 7.4 | % | $ | 15,634 | 6.3 | % | $ | 4,412 | 28.2 | % | |||||||||||||||||||||||
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. | |||||||||||||||||||||||||||||||||||
5
| Expedited Freight Operating Statistics | |||||||||||||||||
| Three Months Ended | |||||||||||||||||
| March 31, 2026 | March 31, 2025 | Percent Change | |||||||||||||||
| Business days | 63 | 63 | — | % | |||||||||||||
Tonnage1,2 | |||||||||||||||||
| Total pounds | 598,454 | 610,635 | (2.0) | ||||||||||||||
| Pounds per day | 9,499 | 9,693 | (2.0) | ||||||||||||||
Shipments1,2 | |||||||||||||||||
| Total shipments | 690 | 727 | (5.1) | ||||||||||||||
| Shipments per day | 11.0 | 11.5 | (4.3) | ||||||||||||||
| Weight per shipment | 867 | 840 | 3.2 | ||||||||||||||
Revenue per hundredweight3 | $ | 31.45 | $ | 31.19 | 0.8 | ||||||||||||
Revenue per hundredweight, ex fuel3 | $ | 24.50 | $ | 24.76 | (1.1) | ||||||||||||
Revenue per shipment3 | $ | 272.57 | $ | 262.04 | 4.0 | ||||||||||||
Revenue per shipment, ex fuel3 | $ | 212.37 | $ | 208.03 | 2.1 | ||||||||||||
1 In thousands | |||||||||||||||||
2 Excludes accessorial and Truckload products | |||||||||||||||||
3 Includes intercompany revenue between the Network and Truckload revenue streams | |||||||||||||||||
6
Omni Logistics Segment Information | |||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | Percent of Revenue | March 31, 2025 | Percent of Revenue | Change | Percent Change | ||||||||||||||||||||||||||||||
| Operating Revenues: | |||||||||||||||||||||||||||||||||||
| Ground | $ | 135,987 | 45.0 | % | $ | 172,094 | 53.2 | % | $ | (36,107) | (21.0) | % | |||||||||||||||||||||||
| Contract Logistics | 104,166 | 34.4 | 80,128 | 24.8 | 24,038 | 30.0 | |||||||||||||||||||||||||||||
| Air and Ocean | 62,265 | 20.6 | 71,248 | 22.0 | (8,983) | (12.6) | |||||||||||||||||||||||||||||
| Total operating revenues | 302,418 | 100.0 | 323,470 | 100.0 | (21,052) | (6.5) | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 168,923 | 55.9 | 185,734 | 57.4 | (16,811) | (9.1) | |||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 53,396 | 17.7 | 56,783 | 17.6 | (3,387) | (6.0) | |||||||||||||||||||||||||||||
| Operating leases | 27,702 | 9.2 | 27,090 | 8.4 | 612 | 2.3 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 24,491 | 8.1 | 22,230 | 6.9 | 2,261 | 10.2 | |||||||||||||||||||||||||||||
| Insurance and claims | 468 | 0.2 | 2,615 | 0.8 | (2,147) | (82.1) | |||||||||||||||||||||||||||||
| Fuel expense | 504 | 0.2 | 1,017 | 0.3 | (513) | (50.4) | |||||||||||||||||||||||||||||
| Other operating expenses | 26,204 | 8.7 | 24,626 | 7.6 | 1,578 | 6.4 | |||||||||||||||||||||||||||||
| Total operating expenses | 301,688 | 99.8 | 320,095 | 99.0 | (18,407) | (5.8) | |||||||||||||||||||||||||||||
| Income from operations | $ | 730 | 0.2 | % | $ | 3,375 | 1.0 | % | $ | (2,645) | (78.4) | % | |||||||||||||||||||||||
7
| Intermodal Segment Information | |||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | Percent of Revenue | March 31, 2025 | Percent of Revenue | Change | Percent Change | ||||||||||||||||||||||||||||||
| Operating revenues | $ | 53,092 | 100.0 | % | $ | 62,492 | 100.0 | % | $ | (9,400) | (15.0) | % | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation | 19,342 | 36.4 | 20,176 | 32.3 | (834) | (4.1) | |||||||||||||||||||||||||||||
| Salaries, wages and employee benefits | 13,663 | 25.7 | 15,931 | 25.5 | (2,268) | (14.2) | |||||||||||||||||||||||||||||
| Operating leases | 5,781 | 10.9 | 5,778 | 9.2 | 3 | 0.1 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,153 | 7.8 | 4,720 | 7.6 | (567) | (12.0) | |||||||||||||||||||||||||||||
| Insurance and claims | 2,771 | 5.2 | 2,791 | 4.5 | (20) | (0.7) | |||||||||||||||||||||||||||||
| Fuel expense | 2,370 | 4.5 | 2,155 | 3.4 | 215 | 10.0 | |||||||||||||||||||||||||||||
| Other operating expenses | 3,788 | 7.2 | 5,399 | 8.6 | (1,611) | (29.8) | |||||||||||||||||||||||||||||
| Total operating expenses | 51,868 | 97.7 | 56,950 | 91.1 | (5,082) | (8.9) | |||||||||||||||||||||||||||||
| Income from operations | $ | 1,224 | 2.3 | % | $ | 5,542 | 8.9 | % | $ | (4,318) | (77.9) | % | |||||||||||||||||||||||
Intermodal Operating Statistics | |||||||||||||||||
| Three Months Ended | |||||||||||||||||
| March 31, 2026 | March 31, 2025 | Percent Change | |||||||||||||||
| Drayage shipments | 51,476 | 64,449 | (20.1) | % | |||||||||||||
| Drayage revenue per shipment | $ | 876 | $ | 883 | (0.8) | % | |||||||||||
8
| Forward Air Corporation | |||||||||||
| Condensed Consolidated Balance Sheets | |||||||||||
| (In thousands) | |||||||||||
| (Unaudited) | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 141,022 | $ | 105,996 | |||||||
| Accounts receivable, net | 330,699 | 343,559 | |||||||||
| Other receivables | 3,077 | 6,147 | |||||||||
| Prepaid expenses | 29,453 | 28,045 | |||||||||
| Other current assets | 38,105 | 37,254 | |||||||||
| Total current assets | 542,356 | 521,001 | |||||||||
Property and equipment, net of accumulated depreciation and amortization of $348,946 in 2026 and $340,021 in 2025 | 286,652 | 297,882 | |||||||||
| Operating lease right-of-use assets | 402,712 | 412,535 | |||||||||
| Goodwill | 522,712 | 522,712 | |||||||||
Other acquired intangibles, net of accumulated amortization of $324,223 in 2026 and $301,453 in 2025 | 884,021 | 906,791 | |||||||||
| Other long-term assets | 57,426 | 58,023 | |||||||||
| Total assets | $ | 2,695,879 | $ | 2,718,944 | |||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 103,693 | $ | 121,752 | |||||||
| Accrued expenses | 133,142 | 114,422 | |||||||||
| Other current liabilities | 76,937 | 69,130 | |||||||||
| Current portion of finance lease obligations | 15,317 | 15,995 | |||||||||
| Current portion of operating lease liabilities | 112,808 | 107,026 | |||||||||
| Total current liabilities | 441,897 | 428,325 | |||||||||
| Finance lease obligations, less current portion | 18,851 | 22,387 | |||||||||
| Long-term debt | 1,690,253 | 1,687,248 | |||||||||
| Liabilities under tax receivable agreement | 28,255 | 11,548 | |||||||||
| Operating lease liabilities, less current portion | 313,153 | 327,011 | |||||||||
| Other long-term liabilities | 56,221 | 53,540 | |||||||||
| Deferred income taxes | 24,973 | 27,221 | |||||||||
| Shareholders' equity: | |||||||||||
| Preferred stock | — | — | |||||||||
| Common stock | 316 | 313 | |||||||||
| Additional paid-in capital | 564,626 | 559,551 | |||||||||
| Accumulated deficit | (482,911) | (447,100) | |||||||||
| Accumulated other comprehensive (loss) income | (1,030) | 580 | |||||||||
| Total Forward Air shareholders' equity | 81,001 | 113,344 | |||||||||
| Noncontrolling interest | 41,275 | 48,320 | |||||||||
| Total shareholders' equity | 122,276 | 161,664 | |||||||||
| Total liabilities and shareholders' equity | $ | 2,695,879 | $ | 2,718,944 | |||||||
9
| Forward Air Corporation | |||||||||||
| Condensed Consolidated Statements of Cash Flows | |||||||||||
| (In thousands) | |||||||||||
| (Unaudited) | |||||||||||
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | (40,198) | $ | (61,191) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 38,521 | 37,360 | |||||||||
| Share-based compensation expense | 3,541 | 2,958 | |||||||||
| Provision for revenue adjustments | 731 | 647 | |||||||||
| Deferred income tax benefit | (2,170) | (2,792) | |||||||||
| Other | 3,870 | 3,799 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 11,863 | (21,145) | |||||||||
| Other receivables | 2,052 | (434) | |||||||||
| Other current and noncurrent assets | (3,097) | 767 | |||||||||
| Accounts payable and accrued expenses | 30,625 | 67,646 | |||||||||
| Net cash provided by operating activities | 45,738 | 27,615 | |||||||||
| Investing activities: | |||||||||||
| Proceeds from sale of property and equipment | 1,428 | 691 | |||||||||
| Purchases of property and equipment | (6,946) | (11,906) | |||||||||
| Other | — | (24) | |||||||||
| Net cash used in investing activities | (5,518) | (11,239) | |||||||||
| Financing activities: | |||||||||||
| Repayments of finance lease obligations | (4,225) | (4,431) | |||||||||
| Proceeds from credit facility | — | 25,000 | |||||||||
| Payments on credit facility | — | (25,000) | |||||||||
| Payment of minimum tax withholdings on share-based awards and other | (685) | (894) | |||||||||
| Net cash used in financing activities | (4,910) | (5,325) | |||||||||
| Effect of exchange rate changes on cash | (284) | 357 | |||||||||
| Net increase in cash and cash equivalents | 35,026 | 11,408 | |||||||||
| Cash and cash equivalents at beginning of period | 105,996 | 105,266 | |||||||||
| Cash and cash equivalents at end of period | $ | 141,022 | $ | 116,674 | |||||||
10
Forward Air Corporation Reconciliation of Non-GAAP Financial Measures
In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.
For the three months ended March 31, 2026 and 2025, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization for each segment (“Reported EBITDA”), Consolidated EBITDA and free cash flow.
All non-GAAP financial measures are presented on a continuing operations basis.
The Company believes that Reported EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value.
The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement.
Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company’s financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below.
The following is a reconciliation of net income to Consolidated EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended | ||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||
| Net loss | $ | (40,198) | $ | (61,191) | ||||||||||
| Interest expense | 43,587 | 45,547 | ||||||||||||
| Income tax expense | 1,793 | 19,589 | ||||||||||||
| Depreciation and amortization | 38,521 | 37,360 | ||||||||||||
| Reported EBITDA | 43,703 | 41,305 | ||||||||||||
| Transaction and integration costs | 2,814 | 13,926 | ||||||||||||
| Severance costs | 540 | 1,574 | ||||||||||||
| Change in TRA Liability | 16,707 | — | ||||||||||||
| Optimization project costs | — | 1,031 | ||||||||||||
| Proforma savings | — | 4,352 | ||||||||||||
| Other | 6,614 | 11,123 | ||||||||||||
| Consolidated EBITDA | $ | 70,378 | $ | 73,311 | ||||||||||
11
The following is a reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended | ||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 45,738 | $ | 27,615 | ||||||||||
| Proceeds from sale of property and equipment | 1,428 | 691 | ||||||||||||
| Purchases of property and equipment | (6,946) | (11,906) | ||||||||||||
| Free cash flow | $ | 40,220 | $ | 16,400 | ||||||||||
12
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this press release relate to management’s expectations regarding: the Company’s strategic plans, including the potential sale of non-core assets; the Company’s ability to execute on strategy, maintain operational discipline and adapt to changing market conditions; the Company’s Expedited Freight, Omni Logistics and Intermodal segments; the Company’s future financial performance, including deleveraging and strengthening its balance sheet; geopolitical tensions in the Middle East; ongoing tariff uncertainty and evolving foreign trade policy; port activity; the freight demand environment; and the Company’s plans for growth.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as tariffs, recessions, inflation, higher interest rates and downturns in customer business cycles, the outcome of our review of strategic alternatives, our ability to execute on a strategic sale of non-core assets, our ability to achieve ongoing strategic, financial and other benefits as we continue to transform our business after the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk of customer loss, the risk of management and employee loss, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws, and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on any forward-looking statement, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law.
Contact:
Investors:
Tony Carreño
investorrelations@forwardair.com
13
Media:
Hannah Weeg
HWeeg@forwardair.com
14
Forward Air Corporation Earnings Presentation 1Q26 May 7, 2026
E a r n i n g s P r e s e n t a t i o n Statements & Disclaimers Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this presentation relate to: expectations regarding customer demand for services of Forward Air Corporation (“Forward,” “we,” “us” or “our”); our outlook on the freight market; our expectations regarding operational and administrative transformations after the Omni acquisition; our projections with respect to revenue growth following the realization of such synergies; our goals to achieve sustainable growth and long-term profitability; and our future debt service requirements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the outcome of our review of strategic alternatives; our ability to execute on a strategic sale of non-core assets; our ability to achieve ongoing strategic, financial and other benefits as we continue to transform our business after the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all; the risk of customer loss; the risk of management and employee loss; the creditworthiness of our customers and their ability to pay for services rendered; our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network; the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs; our inability to manage our information systems and the occurrence of cybersecurity risks and events; market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, evolving macroeconomic factors, including the imposition of additional tariffs, potential escalation from trading partners, the uncertainty surrounding trade policy, including the extent to which increased tariffs will affect our operations and strategic plan, and our limited visibility into the impact of tariffs on third-party shipments, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution readers that any forward-looking statement made by us in this presentation is based only on information currently available to us and they should not place undue reliance on any forward-looking statement, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law. Non-GAAP Measures To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we have included Adjusted EBITDA, Adjusted EBITDA Margin %, Consolidated EBITDA, Consolidated EBITDA Margin %, Net Leverage Ratio, Net Debt, Reported EBITDA, Reported EBITDA Margin %, LTM Reported EBITDA, LTM Reported EBITDA Margin, Unlevered Free Cash Flow, Operating Cash Flow, Excluding Impairment of Goodwill, each a non-GAAP financial measure (each, a “Non-GAAP Measure”), in this presentation. The reconciliation of each Non-GAAP Measure to the most directly comparable financial measure calculated and presented in accordance with GAAP can be found in the Appendix to this presentation. Because each Non-GAAP Measure excludes certain items as described herein, it may not be indicative of the results that Forward expects to recognize for future periods. As a result, each Non-GAAP Measure should be considered in addition to, and not a substitute for, financial information prepared in accordance with GAAP. The Company is also providing Consolidated EBITDA, Liquidity, and Net Leverage Ratio calculated in accordance with Forward’s credit agreement as we believe it provides investors with important information regarding our liquidity, financial condition and compliance with our obligations under our credit agreement. 2
01 Combined Overview 02 1Q26 Results 03 Liquidity, Leverage and Cash Flow 04 Investment Rationale 05 Closing Summary 06 Appendix E a r n i n g s P r e s e n t a t i o n Agenda 3
E a r n i n g s P r e s e n t a t i o n Combined Overview 4
C o m b i n e d O v e r v i e w Who We Are: A Story of Transformation and Excellence Our Heritage Forward Air's revolutionary expedited ground freight network, established in 1981, and Omni’s innovative logistics solutions, founded in 2000, represent decades of excellence in logistics innovation. Our Combined Strength Together, we have created a logistics powerhouse that combines Forward Air's robust North American LTL network with Omni's global logistics solutions, delivering unprecedented value and capabilities to our customers. Our Future This strategic union positions us as a leading force in global logistics, offering comprehensive solutions that span continents and streamline supply chains. 5
C o m b i n e d O v e r v i e w By the Numbers $2.5B FY 2025 Revenue $307M FY 2025 CEBITDA1 6K+ Total Employees 2K+ Freight Handlers2 3.7M+ Total Shipments3 0.1% Claims Ratio4 230+ Global Facilities 21 Countries 6 1. Consolidated EBITDA (“CEBITDA”). Reconciliation of Non-GAAP financial measures available in the Appendix. 2. Freight handlers included in Total Employees. 3. Total Ground, Intermodal, Air and Ocean shipments per year managed by Expedited Freight, Omni Logistics and Intermodal segments. 4. Combined claims ratio for Expedited Freight and Omni Logistics. Calculated as claims amount paid divided by revenue for FY25. All figures for FY25
Ground Transportation Air & Ocean Customs Intermodal Drayage Contract Logistics • Expedited Less Than Truckload (LTL) Services • Full Truckload (FTL) Shipping • Brokerage Services • Pickup and Delivery • Cross border trucking services • Container Freight Station • Flatbed transportation • Oversized and specialized equipment • High Value Cargo • Hand Carry • Next Flight Out /Time Critical/ Hand Carry • Express Air - 3 to 5 day • Economy Air - 5 to 8 day • Customs Brokerage • Air Charter • Full Container Load (FCL) • Less than Container Load (LCL) • Multimodal Air/Ocean/Ground Freight Solutions • Project cargo (oversized/non- containerized) • Nationwide port and rail drayage of domestic and international containers • Secured container storage • Rail intermodal (domestic and international containers) • Yard hostling / jockey services • Focus on high value, value-added services, supply chain solutions • Servicing high-tech, data center, medical and complex verticals for supply chain and end customer distribution • End-to-end capability for reverse logistics solutions including in-house sorting and repairs • Product testing • Wholesale fulfillment – Pick and pack • eCommerce fulfillment services Customs Brokerage Free Trade Zone and Bonded Warehouse C o m b i n e d O v e r v i e w Our key product groups provide end-to-end capabilities 7 ~ 63% of revenue Legacy Forward Expedited Freight and Intermodal, and Omni Logistics ground freight Omni Logistics air and ocean forwarding, warehousing & distribution and value-added service All figures for FY25 ~ 13% of revenue ~ 9% of revenue ~ 15% of revenue
C o m b i n e d O v e r v i e w Scalable global footprint 1. Approximated split based on consolidated FY25 revenues by country from shipments directly transported under our control. 8 ~90% ~2% ~8% <1% United States Americas (ex U.S.) APAC EMEA • ~10% of revenue generated outside of the United States1 • 230+ global facilities in 21 countries • No single customer represents more than 10% of revenue • Top 10 customers account for ~28% of revenue FY25 Revenue % by Customer Region1 All figures for FY25
E a r n i n g s P r e s e n t a t i o n 1Q26 Results 9
1 Q 2 6 R e s u l t s 1Q26 Highlights 1Q26 $582 Revenue $20 Operating Income $70 Consolidated EBITDA1 12.1% Margin $402 Liquidity 5.4x LTM Net Leverage2 10 1. Reconciliation of Non-GAAP financial measures available in the Appendix. 2. Calculated pursuant to Senior Secured Loan Credit Agreement. Details in the Liquidity, Leverage and Cash Flow section of this presentation. In millions, except for LTM Net Leverage
$613 $619 $632 $631 $582 1Q25 2Q25 3Q25 4Q25 1Q26 1 Q 2 6 R e s u l t s | C o n s o l i d a t e d Consolidated Results by Quarter 1. Reconciliation of Non-GAAP financial measures available in the Appendix. Calculated pursuant to the Senior Secured Loan Credit Agreement. Revenue Consolidated EBITDA1 & Consolidated EBITDA Margin %1 11 In millions, except for margin 2 22 2 2 2 2 2 $73 $78 $79 $77 $70 11.9% 12.6% 12.5% 12.2% 12.1% 1Q25 2Q25 3Q25 4Q25 1Q26
1 Q 2 6 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment Results by Quarter 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill. Segment Revenue1 Reported EBITDA2 & Reported EBITDA Margin2 12 In millions, except for margin $249 $258 $259 $247 $273 1Q25 2Q25 3Q25 4Q25 1Q26 $26 $30 $30 $25 $28 10.4% 11.6% 11.5% 10.1% 10.4% 1Q25 2Q25 3Q25 4Q25 1Q26
1 Q 2 6 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment: Year over year pricing and margin 13 Revenue per CWT, ex fuel1,2 & Reported EBITDA Margin3 Revenue per Shipment, ex fuel1,2 & Reported EBITDA Margin3 $24.76 $24.82 $24.98 $24.30 $24.50 10.4% 11.6% 11.5% 10.1% 10.4% 1Q25 2Q25 3Q25 4Q25 1Q26 Revenue per CWT, ex fuel Reported EBITDA Margin -1.1% $208 $209 $210 $206 $212 10.4% 11.6% 11.5% 10.1% 10.4% 1Q25 2Q25 3Q25 4Q25 1Q26 Revenue per Shipment, ex fuel Reported EBITDA Margin +2.1% 1. Excludes accessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams. 3. Reconciliation of Non-GAAP financial measures available in the Appendix. • In 1Q26, lapped the pricing action completed in 1Q25 • Reported EBITDA margin of 10.4% consistent year-over-year • Increase in revenue per shipment, ex fuel favorably impacted by 3.2% increase in weight per shipment
1 Q 2 6 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment Financial Results 1Q 2026 1Q 2025 Change Revenue $273 $249 9.4% Operating Income $20 $16 28.2% Operating Ratio 92.6% 93.7% 1.1% Reported EBITDA $28 $26 9.0% Reported EBITDA Margin 10.4% 10.4% 0.0% 11.0 LTL Shipments per Workday1 LTL Tonnage per Workday1 LTL Revenue per Shipment ex-fuel 9,499 $212 In millions, except for margin 14 1. In thousands
0.18% 0.14% 0.12% 0.13% 0.13% 0.15% 0.12% 0.11% 0.08% 2021 2022 2023 2024 1Q25 2Q25 3Q25 4Q25 1Q26 1 Q 2 6 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment: Continued superior service 15 Expedited Freight Segment Claims Ratio1 • Industry-leading claims ratio of ~0.1% • Superior service to 96% of all continental United States zip codes • Maintaining priority focus on customer service during integration and transformation 1. Expedited Freight segment only. Calculated as claims amount paid divided by revenue.
1 Q 2 6 R e s u l t s | O m n i L o g i s t i c s Omni Logistics Segment Results by Quarter Reported EBITDA2 & Reported EBITDA Margin %2Segment Revenue1 16 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill. $323 $328 $340 $360 $302 1Q25 2Q25 3Q25 4Q25 1Q26 In millions, except for margin $26 $30 $33 $36 $25 7.9% 9.0% 9.6% 10.0% 8.3% 1Q25 2Q25 3Q25 4Q25 1Q26
Omni Segment Financial Results 1Q 2026 1Q 2025 Change Revenue $302 $323 (6.5%) Operating Income $1 $3 NM Operating Ratio 99.8% 99.0% (0.8%) Reported EBITDA $25 $26 (1.5%) Reported EBITDA Margin 8.3% 7.9% 0.4% 1 Q 2 6 R e s u l t s | O m n i L o g i s t i c s In millions, except for margin 17
1 Q 2 6 R e s u l t s | I n t e r m o d a l Intermodal Segment Results by Quarter 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Reported EBITDA2 & Reported EBITDA Margin %2Segment Revenue1 $62 $59 $58 $51 $53 1Q25 2Q25 3Q25 4Q25 1Q26 In millions, except for margin 18 $10 $9 $8 $7 $5 16.4% 15.1% 14.5% 14.2% 10.1% 1Q25 2Q25 3Q25 4Q25 1Q26
Intermodal Segment Financial Results 1Q 2026 1Q 2025 Change Revenue $53 $62 (15.0%) Operating Income $1 $6 (77.9%) Operating Ratio 97.7% 91.1% (6.6%) Reported EBITDA $5 $10 (47.6%) Reported EBITDA Margin 10.1% 16.4% (6.3%) 51,476 Drayage Shipments Drayage Revenue per Shipment $876 1 Q 2 6 R e s u l t s | I n t e r m o d a l 19
E a r n i n g s P r e s e n t a t i o n Liquidity, Leverage and Cash Flow 20
1Q25 2Q25 3Q25 4Q25 1Q26 Change in Unrestricted Cash $11 ($21) $45 ($34) $35 (+) Debt Service 25 59 24 58 23 (+) Term Loan Paydown 0 0 0 0 0 (-) LC Release 0 0 0 0 0 Unlevered Free Cash Flow1 $37 $38 $70 $24 $58 (+) Transaction/Integration Fees 9 14 10 8 0 (+) Earnouts & Purchase Price Adjustments 0 0 0 0 0 Operating Cash Flow1 $46 $52 $79 $32 $58 $46 $52 $79 $32 $58 1Q25 2Q25 3Q25 4Q25 1Q26 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w Resilient cash generation despite freight recession 1. Non-GAAP financial metrics. “Operating Cash Flow” and “Unlevered Free Cash Flow” represent the change in Unrestricted Cash less discrete items identified on this slide. 2. Includes remaining Transaction & Integration Fees. 21 • Asset-light business model with meaningful upside as cost savings measures are recognized Operating Cash Flow1 In millions 2
$106 $58 ($23) $141 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w 1Q26 Cash Bridge 22 Change in Unrestricted Cash 1. Non-GAAP financial metric. “Operating Cash Flow” represents the change in Unrestricted Cash less discrete items identified on this slide. 2. Includes remaining Transaction & Integration Fees. • Operating cash flow1, 2 of $58M in 1Q26 compared to $37M in 1Q25 • Unrestricted cash balance increased $35M from 4Q25 to 1Q26 In millions 12/31 Unrestricted Cash Balance Operating Cash Flow1, 2 Debt Service 3/31 Unrestricted Cash Balance
$277 $273 $273 $261 $261 $101 $79 $123 $91 $115 <$1 <$1 <$1 $15 $16 $17 $15 $26 1Q25 2Q25 3Q25 4Q25 1Q26 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w Liquidity and Leverage Net Leverage1 Net Leverage Ratio1 Required Covenant Leverage Ratio1 Net Cash1,3 Revolving Credit Facility4 Restricted Cash Deduction Foreign Subsidiary Deduction * 23 * * * * 1. Calculated pursuant to Senior Secured Loan Credit Agreement. 2. Includes Term Loan, Senior Secured Notes, and Revolving Credit Facility, excludes finance leases. 3. Excludes foreign subsidiaries and restricted cash. 4. Undrawn revolver balance. 5. Totals may not foot due to rounding. 6. 1Q25 through 3Q25 ratios have been updated to reflect proforma EBITDA add-backs of cost saving initiatives taken in 3Q25 and 4Q25. In millions 5.2x 5.5x 5.4x 5.5x 5.4x 6.25x 1Q25 2Q25 3Q25 4Q25 1Q26 Liquidity5 $393 $368 $413 $367 $402 Gross Cash* $117 $95 $140 $106 $141 in millions 1Q25 2Q25 3Q25 4Q25 1Q26 Term Loan B $1,045 $1,045 $1,045 $1,045 $1,045 Senior Sec. Notes $725 $725 $725 $725 $725 First Lien Debt2 $1,770 $1,770 $1,770 $1,770 $1,770 Net Cash1,3 $101 $78 $123 $91 $115 Net Debt $1,669 $1,692 $1,647 $1,679 $1,654 Consolidated LTM EBITDA1.6 $321 $310 $303 $307 $304 Net Leverage Ratio1 5.2x 5.5x 5.4x 5.5x 5.4x
L i q u i d i t y , L e v e r a g e a n d C a s h F l o w No debt maturities over the next 4 years 1. Credit Facility undrawn as of 3/31/2026 other than $39 million letters of credit issued through facility. 24 $300 $1,045 $725 2026 2027 2028 2029 (Jan) 2030 (Dec) 2031 (Oct) Revolving Credit Facility First Lien Term Loan Senior Secured Notes No Long-Term Debt Maturities Until December 2030 Debt maturities by year In millions
E a r n i n g s P r e s e n t a t i o n Investment Rationale 25
I n v e s t m e n t R a t i o n a l e Laying the foundation for future profitable growth Strong brand, customer value proposition and loyalty Robust North American LTL network with international logistics capabilities Superior service with consistently low claims ratio of 0.1%1 Differentiated and diversified solutions with global scale Highly customizable and specialized service offering of vertically-integrated solutions Scalable growth with over 230 global facilities in 21 countries Rationalized cost structure poised for profitable growth Asset-light business model with normalizing free cash flow generation Improved consolidated Reported EBITDA margin, excluding goodwill, by 320 basis points in 2025 compared to 20242 26 1. Combined claims ratio for Expedited Freight and Omni as of FY25. Calculated as claims amount paid divided by revenue for FY25. 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill.
7.3% 7.8% 7.4% 7.6% 8.4% 31.4% 23.4% 18.6% 14.1% 11.2% 10.9% 10.4% 9.2% 5.5% 5.3% 4.2% 0.6% 15.1% 14.3% 13.6% 13.3% 11.1% 1Q25 2Q25 3Q25 4Q25 1Q26 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 1 Comp 2 Comp 3 Comp 4 I n v e s t m e n t R a t i o n a l e Meaningful upside as we close margin gap with peers 1. For comparability purposes, Reported EBITDA Margin is calculated as Operating Income plus depreciation & amortization and impairment of goodwill. 2. Using 4Q25 LTM figures for peers and Forward Air segments. 3. Segment averages are weighted based on revenue (excludes Forward segments). 4. Reconciliation of Non-GAAP financial measures available in the Appendix. 19.7% Average3 5.2% Average3 13.1% Average3 27 Forward Consolidated Less-than-Truckload 3PL / Freight Forwarders Truckload / Intermodal LTM Reported EBITDA margin1,4 LTM 4Q25 Peer and Forward Segment Reported EBITDA Margin1,2 Ex pe di te d Fr ei gh t O m ni Lo gi st ic s In te rm od al C om bi ne d LTM 4Q25 Peers versus FWRD by segment
E a r n i n g s P r e s e n t a t i o n Closing Summary 01 Recognized for delivering award winning service 02 Expedited Freight segment’s first quarter Reported EBITDA results improved year-over-year and sequentially 03 Omni Logistics segment improved Reported EBITDA margin year-over- year 04 Liquidity remains strong increasing to over $400 million 05 Seeing the benefits of diversified product portfolio 28
E a r n i n g s P r e s e n t a t i o n Appendix 29
A p p e n d i x 30 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Net Income to Adjusted and Consolidated EBITDA Reconciliation Adjusted & Consolidated EBITDA Reconciliation 1Q25 2Q25 3Q25 4Q25 1Q26 LTM (3/31/2026) Net (loss) income from continuing operations ($61) ($20) ($24) ($36) ($40) ($121) Interest expense 46 45 45 45 44 179 Income tax (benefit) expense 20 (17) 0 (9) 2 (23) Depreciation and amortization 37 37 38 41 39 154 Reported EBITDA1,2 $41 $45 $59 $41 $44 $189 Impairment of goodwill -- -- -- -- -- -- Transaction and integration costs 14 6 6 6 3 20 Change in TRA Liability -- 7 (6) (3) 17 15 Severance costs 2 1 3 1 1 5 Optimization project costs 1 1 1 -- (0) 2 Abandoned software project costs -- -- -- 20 -- 20 Other 11 14 12 11 7 44 Adjusted EBITDA1,2 $69 $74 $75 $76 $70 $294 Pro forma synergies -- -- -- -- -- -- Pro forma savings -- -- -- -- -- -- Adjusted EBITDA Excluding Cost Reduction1,2 $69 $74 $75 $76 $70 $294 3Q 2025 Cost Reduction Initiatives 3 3 3 -- -- 6 4Q 2025 Cost Reduction Initiatives 1 1 1 1 -- 4 Consolidated EBITDA1,2 $73 $78 $79 $77 $70 $304 Consolidated First Lien Indebtedness 1,770 Net Cash & Cash Equivalents (115) Net Debt $1,654 Consolidated First Lien Net Leverage Ratio 5.4x
A p p e n d i x Segment Performance – Expedited Freight 31 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Expedited Freight1,2 1Q25 2Q25 3Q25 4Q25 1Q26 LTM 1Q26 Operating revenue $249 $258 $259 $247 $273 $1,036 Operating expenses Purchased transportation 121 124 125 122 142 513 Salaries, wages, and employee benefits 53 54 54 50 56 213 Operating leases 15 17 16 16 16 64 Depreciation and amortization 10 10 10 10 8 39 Insurance and claims 10 11 10 9 10 41 Fuel expense 2 3 2 2 2 9 Other operating expenses 22 19 21 24 19 83 Total operating expenses 234 238 239 232 253 962 Income (loss) from operations $16 $20 $19 $15 $20 $74 (+) Depreciation and amortization 10 10 10 10 8 39 Reported EBITDA $26 $30 $30 $25 $28 $113 Reported EBITDA Margin % 10.4% 11.6% 11.5% 10.1% 10.4% 10.9%
A p p e n d i x Segment Performance – Omni Logistics 32 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. 3. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill. In millions, except for margin Omni Logistics1,2 1Q25 2Q25 3Q25 4Q25 1Q26 LTM 1Q26 Operating revenue $323 $328 $340 $360 $302 $1,330 Operating expenses Purchased transportation 186 185 196 208 169 758 Salaries, wages, and employee benefits 57 62 58 55 53 229 Operating leases 27 26 30 32 28 115 Depreciation and amortization 22 22 23 26 24 96 Insurance and claims 3 1 (0) 1 0 3 Fuel expense 1 1 1 1 1 3 Other operating expenses 25 24 22 27 26 99 Impairment of goodwill - - - - - - Total operating expenses 320 321 330 350 302 1,303 Income (loss) from operations $3 $7 $10 $10 $1 $27 (+) Impairment of goodwill - - - - - - Adjusted income (loss) from operations $3 $7 $10 $10 $1 $27% (+) Depreciation and amortization 22 22 23 26 24 96 Reported EBITDA3 $26 $30 $33 $36 $25 $123 Reported EBITDA Margin %3 7.9% 9.0% 9.6% 10.0% 8.3% 9.3%
A p p e n d i x Segment Performance – Intermodal 33 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Intermodal1,2 1Q25 2Q25 3Q25 4Q25 1Q26 LTM 1Q26 Operating revenue $62 $59 $58 $51 $53 $221 Operating expenses Purchased transportation 20 20 19 17 19 76 Salaries, wages, and employee benefits 16 15 14 12 14 55 Operating leases 6 5 6 5 6 22 Depreciation and amortization 5 5 4 4 4 17 Insurance and claims 3 3 3 3 3 12 Fuel expense 2 2 2 1 2 8 Other operating expenses 5 4 5 5 4 18 Total operating expenses 57 55 54 48 52 209 Income (loss) from operations $6 $4 $4 $3 $1 $13 (+) Depreciation and amortization 5 5 4 4 4 17 Reported EBITDA $10 $9 $8 $7 $5 $30 Reported EBITDA Margin % 16.4% 15.1% 14.5% 14.2% 10.1% 13.6%
A p p e n d i x Consolidated LTM Financials by Quarter 34 1. Totals may not foot due to rounding. 2. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill and changes in TRA liability In millions, except for margin Consolidated1 LTM 1Q25 LTM 2Q25 LTM 3Q25 LTM 4Q25 LTM 1Q26 Operating revenue $2,546 $2,521 $2,497 $2,495 $2,464 Operating expenses Purchased transportation 1,278 1,260 1,243 1,244 1,224 Salaries, wages, and employee benefits 549 551 549 536 509 Operating leases 192 195 199 204 205 Depreciation and amortization 150 138 150 153 154 Insurance and claims 67 68 63 59 57 Fuel expense 22 21 21 20 19 Other operating expenses 252 230 235 243 243 Impairment of goodwill 1,028 (64) (79) - - Total operating expenses 3,538 2,398 2,382 2,459 2,412 Income (loss) from operations ($992) $123 $115 $36 $52 (+) Impairment of goodwill 1,028 (64) (79) - - (+) Change in TRA Liability/Other 3 (9) (1) (3) (17) Adjusted income (loss) from operations $39 $50 $35 $33 35 (+) Depreciation and amortization 150 138 150 153 154 Reported EBITDA2 $189 $187 $185 $186 $189 Reported EBITDA Margin %2 7.4% 7.4% 7.4% 7.5% 7.7%
A p p e n d i x Expedited Freight Segment Operating Metrics 35 Shipments per Day1 Weight per Shipment Revenue per Shipment, excluding fuel1,2 In thousands In pounds 3.4% (2.3)% (9.0)% (10.9)% (15.4)% (12.3)% (9.0)% (4.3)% YoY % change 2.5% 4.5% 5.0% 1.6% 2.7% (1.9)% (1.2)% 3.2% YoY % change 3.7% 4.0% 4.0% 4.1% 4.6% 1.6% 1.2% 2.1% YoY % change 1. Excludes accessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams. 13.6 13.0 12.2 11.5 11.5 11.4 11.1 11.0 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 821 858 856 840 843 841 846 867 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 $200 $207 $203 $208 $209 $210 $206 $212 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26
Forward Air Corporation (NASDAQ: FWRD) IR Contact | Tony Carreño investorrelations@forwardair.com https://ir.forwardaircorp.com
FAQ
How did Forward Air (FWRD) perform financially in Q1 2026?
Forward Air reported revenue of $582.0 million, down 5.1% year over year, with income from operations improving to $20.4 million. Net loss narrowed to $40.2 million from $61.2 million, and diluted loss per share improved to $(1.09) from $(1.68).
What happened to Forward Air’s major customer relationship discussed in Q1 2026?
Forward Air is in discussions with a large customer about transitioning a significant portion of business to other providers. This customer represented about $250 million of 2025 revenue, and the company currently anticipates most of the transition beginning in early 2027 and continuing throughout that year.
What were Forward Air’s liquidity and leverage metrics at the end of Q1 2026?
Liquidity totaled $402 million, including $141 million of cash and $261 million of credit facility availability. Consolidated EBITDA over the last twelve months was $304 million, and the company reported a Net Leverage Ratio of about 5.4x under its senior secured loan credit agreement.
How did Forward Air’s Expedited Freight segment perform in Q1 2026?
Expedited Freight revenue grew to $272.7 million, up 9.4% year over year. Income from operations was $20.0 million, and Reported EBITDA reached $28 million with a margin of 10.4%, matching the prior-year margin while growing earnings dollars.
What are Forward Air’s plans for non-core assets after its strategic review?
Following a strategic review that produced no actionable whole-company sale proposals, the Board plans to pursue sales of non-core assets, including the Intermodal segment and two smaller legacy Omni businesses. Management states these sales are expected to support debt reduction and sharpen focus on core logistics services.
How did cash flow and free cash flow trend for Forward Air in Q1 2026?
Net cash provided by operating activities improved to $45.7 million from $27.6 million a year earlier. Free cash flow rose to $40.2 million, up from $16.4 million, helped by tighter cost control, lower advisor spending, and reduced capital expenditures compared with Q1 2025.