Forward Air (NASDAQ: FWRD) signs non-binding MOU with major customer
Rhea-AI Filing Summary
Forward Air Corporation entered into a non-binding memorandum of understanding with one of its largest customers covering services the customer had planned to shift to other providers. This customer generated approximately $250 million of revenue for the fiscal year ended December 31, 2025.
Under the MOU, Forward Air expects to retain at least half of this business, with the potential to retain an additional approximate 25%, and the contract term for retained services is extended for no less than two years. Services expected to move to other providers are anticipated to begin transitioning later in 2026, with most changes occurring in December 2026 and through 2027, subject to negotiating a definitive agreement.
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8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Customer revenue 2025: $250 million
Potential additional retention: approximate 25%
Extended contract term: no less than two years
+1 more
4 metrics
Customer revenue 2025
$250 million
Revenue attributable to one large customer for fiscal year ended December 31, 2025
Potential additional retention
approximate 25%
Potential additional share of the customer’s revenue Forward Air may retain under the MOU
Extended contract term
no less than two years
Term of contract for retained services under the memorandum of understanding
Transition timing
December 2026 and 2027
Majority of service transitions to other providers expected in December 2026 and throughout 2027
Key Terms
non-binding memorandum of understanding, Regulation FD Disclosure, forward-looking statements, asset-light provider, +1 more
5 terms
non-binding memorandum of understanding regulatory
"entered into a non-binding memorandum of understanding with the Customer"
A non-binding memorandum of understanding is a written outline of the main terms and intentions between parties that signals they are negotiating a potential deal but does not create enforceable legal obligations. Think of it as a detailed handshake that helps investors read a company's likely direction and near-term plans, while reminding them the final agreement, price or timeline can still change.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This communication contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
asset-light provider financial
"Forward Air is a leading asset-light provider of transportation services"
mission-critical freight technical
"services for mission-critical freight"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What customer update did Forward Air (FWRD) disclose on July 21, 2026?
Forward Air disclosed it entered a non-binding memorandum of understanding with one of its largest customers. The MOU addresses services previously expected to shift and outlines expected retained business levels and contract term extensions.
How much revenue did the affected Forward Air (FWRD) customer generate in 2025?
The customer generated approximately $250 million of revenue for Forward Air in the fiscal year ended December 31, 2025. This figure frames the scale of business subject to the new memorandum of understanding.
What portion of this customer’s business does Forward Air (FWRD) expect to retain?
Forward Air expects to retain at least half of the customer’s 2025 business, with potential to retain an additional approximate 25%. These retention levels are described in the non-binding memorandum of understanding.
How long is the contract term for retained services under the Forward Air (FWRD) MOU?
The memorandum of understanding extends the contract term for retained services for no less than two years. This provides defined duration for the portion of the customer’s business that Forward Air expects to keep.
When will services begin transitioning to other providers for the Forward Air (FWRD) customer?
Services expected to shift to other providers are anticipated to start transitioning later in 2026, with the majority of transitions occurring in December 2026 and throughout 2027, according to the company’s description.
Is the memorandum of understanding between Forward Air (FWRD) and the customer binding?
The agreement is described as a non-binding memorandum of understanding. Forward Air notes that outcomes remain subject to its ability to negotiate a definitive agreement with the customer on acceptable terms.
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): July 21, 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 7.01. Regulation FD Disclosure.
On July 21, 2026, Forward Air Corporation (the “Company”) issued a press release providing an update regarding ongoing discussions with one of its largest customers.
A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
All information set forth in the press release is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. | Exhibit | |||||||
| 99.1 | Press Release dated July 21, 2026 | |||||||
| 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: July 21, 2026 | By: | /s/ Shawn Stewart | |||||||||
| Name: | Shawn Stewart | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
Forward Air Corporation Provides Customer Update Company enters into non-binding MOU with Customer DALLAS – July 21, 2026 – Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “Forward”, “we”, “our”, or “us”) today provided an update regarding ongoing discussions with one of its largest customers (the “Customer”). As previously disclosed on May 7, 2026, the Company has been engaged in discussions with the Customer regarding the Customer’s planned transition of a portion of the services currently provided by the Company to other service providers as part of the Customer’s operational and supplier diversification initiatives. On July 20, 2026, the Company entered into a non-binding memorandum of understanding (the “MOU”) with the Customer regarding the continued provision of those services. Under the current MOU, the Company expects to retain at least half of the approximate $250 million of revenue attributable to the Customer for the fiscal year ended December 31, 2025, with the potential of retaining an additional approximate 25%. Furthermore, the MOU extends the term of the contract for the retained services for a period of no less than two years. The services that are expected to be transitioned to the other providers are anticipated to start later this year, with the majority taking place in December 2026 and throughout the balance of 2027. Shawn Stewart, President & Chief Executive Officer, said, “We are extremely pleased with the productive conversations we have had with one of our largest customers, including the prospect of retaining up to 75% of the Customer’s business with us and meaningfully extending the contract term. This agreement builds on our 20-year relationship and underscores the impeccable service the Forward Air team continues to provide.” About Forward Air Corporation Forward Air is a leading asset-light provider of transportation services across the United States, Canada and Latin America. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first and last- mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com. Note Regarding Forward-Looking Statements This communication 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 communication relate to expectations regarding the Company’s ability to negotiate a definitive agreement with the customer on acceptable terms or at all; the Company’s ability to achieve the intended benefits of memorandum of understanding or any definitive agreement with the customer; and the Company’s expectations regarding the Company’s future financial and operational results, including due to the impact that the memorandum of understanding and any definitive agreement may have on the business and results of operations of Company. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: the Company’s ability to negotiate a definitive agreement with the customer on acceptable terms or at all; the Company’s ability to achieve the intended benefits of memorandum of understanding or any definitive agreement with the customer; 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 communication is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, 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.
Investor Contact: Tony Carreño investorrelations@forwardair.com Media Contact: Hannah Weeg HWeeg@forwardair.com